UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 4, 2019
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (248 ) 631-5450
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On November 1, 2019, TriMas Company LLC, a Delaware limited liability company and wholly-owned subsidiary of TriMas Corporation (the “Company”), and two wholly-owned subsidiaries of an investment fund sponsored by First Reserve, LGC US Holdings, LLC, a Delaware limited liability company, and LGC US Finco, LLC, a Delaware limited liability company (the “Buyers”), entered into an Asset and Stock Purchase Agreement, dated as of November 1, 2019 (the “Purchase Agreement”), pursuant to which the Company will sell substantially all of the assets of, and equity interests held by, TriMas Corporation’s Lamons business (the “Lamons Business”) to the Buyers (the “Transaction”).
Under the terms of the Purchase Agreement, the Company will sell to the Buyers substantially all of the assets of, and equity interests held by, the Lamons Business for an aggregate purchase price of $135 million in cash at closing. The purchase price is subject to customary working capital and purchase price adjustments. The Company will retain certain liabilities associated with the Lamons Business, including certain liabilities with respect to environmental and employee benefit matters. The Transaction, which is expected to close in the first quarter of 2019, is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. In connection with the Transaction, TriMas Corporation has agreed to guarantee full and prompt payment and performance of all obligations of the Company under the Purchase Agreement. Contemporaneously with the execution of the Purchase Agreement, First Reserve Fund XIV, L.P., a Cayman Islands exempted limited partnership (the “Buyer Guarantor”), entered into a Limited Guarantee for the benefit of the Company, pursuant to which the Buyer Guarantor has guaranteed full and prompt payment and performance of certain amounts and obligations of the Buyers under the Purchase Agreement. The Purchase Agreement contains other provisions, covenants, representations and warranties made by the Company and the Buyers that are typical in transactions of this size, type and complexity.
Item 2.02 Results of Operations and Financial Condition.
TriMas Corporation issued a press release on November 4, 2019 , reporting its financial results for the third quarter ending September 30, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release is also available on the Corporation's website at www.trimascorp.com.
The information presented in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of TriMas Corporation under the Securities Act of 1933 (the "Securities Act") or the Exchange Act.
Item 7.01 Regulation FD.
On November 4, 2019, TriMas Corporation issued a press release announcing entry into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The press release is also available on TriMas Corporation's website at www.trimascorp.com.
The information furnished pursuant to Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of TriMas Corporation under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished herewith:
Exhibit No. | Description | |||
99.1 | ||||
99.2 | ||||
104 | Cover Page Interactive File (embedded within the Inline XBRL document). | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRIMAS CORPORATION | ||||||
Date: | November 4, 2019 | By: | /s/ Joshua A. Sherbin | |||
Name: | Joshua A. Sherbin | |||||
Title: | Senior Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
CONTACT: |
Sherry Lauderback |
VP, Investor Relations & Communications |
(248) 631-5506 |
sherrylauderback@trimascorp.com |
TRIMAS REPORTS THIRD QUARTER 2019 RESULTS
Company Enters Agreement to Sell Lamons; Increases Share Repurchase Authorization
BLOOMFIELD HILLS, Michigan, November 4, 2019 - TriMas (NASDAQ: TRS) today announced financial results for the quarter ended September 30, 2019.
TriMas Highlights
• | Increased third quarter net sales by 5.8% to $236.8 million, with sales increases in all segments |
• | Delivered third quarter diluted EPS of $0.42, while adjusted diluted EPS(1) was $0.44 |
• | Announced today that the Company entered into an agreement to sell its Lamons business to First Reserve for approximately $135 million |
• | Acquired nearly 1.6% of TriMas' total shares outstanding in the nine months ended September 30, 2019 |
• | Increased the Company’s common stock share repurchase authorization to $150 million |
Third Quarter 2019
TriMas reported third quarter net sales of $236.8 million, an increase of 5.8% compared to $223.8 million in third quarter 2018, as organic and acquisition-related sales growth was partially offset by the impact of unfavorable currency exchange. The Company reported operating profit of $28.7 million in third quarter 2019 compared to $29.9 million in third quarter 2018. Adjusting for Special Items(1) primarily related to transaction diligence and integration costs, third quarter 2019 adjusted operating profit was $29.8 million, relatively flat compared to the prior year period as the impact of higher sales was offset by a less favorable sales mix, increased conversion costs and higher freight costs.
The Company reported third quarter 2019 net income of $19.1 million, or $0.42 per diluted share, compared to net income of $22.7 million, or $0.49 per diluted share, in third quarter 2018. Third quarter 2019 adjusted net income(1) was $20.0 million, or $0.44 per diluted share, compared to $22.3 million, or $0.48 per diluted share, in the prior year period. The decline was primarily related to a higher effective tax rate in third quarter 2019 due to the timing of discrete items in each year.
"As we navigate through challenging macroeconomic and end market conditions impacting certain of our product lines, we continue to focus our momentum toward achieving our longer-term growth and capital allocation strategies," said Thomas Amato, TriMas President and Chief Executive Officer. "We achieved sales growth of 5.8% during the quarter due to the continued strength of our aerospace fastener business and recent acquisitions. However, third quarter sales were softer than planned, primarily across the North American industrial and oil and gas extraction end markets which we serve. Accordingly, these lower sales levels, mix, increased freight costs and a higher effective tax rate resulted in third quarter adjusted EPS of $0.44. We will continue to drive performance and manage cost structures under the TriMas Business Model as we move forward."
"Regarding our outlook, we are updating our full-year 2019 adjusted diluted EPS guidance range to $1.75 to $1.80 per share, as a result of anticipated prolonged lower end market demand and less favorable product mix in certain businesses. We continue to focus our attention on the areas we can control and are intently focused on the execution of our plans. Despite the short-term external pressures we are facing, we remain excited about the long-term future of TriMas."
"Today, we are pleased to announce that we have entered into an agreement to divest our Lamons business, as we continue to streamline and focus TriMas on our highest value proposition businesses. We will continue to prioritize investing in our businesses, driving organic innovation and pursuing additional bolt-on acquisition opportunities. In addition, we have increased TriMas' share repurchase authorization to $150 million, enabling us to continue to return capital to our shareholders. We remain committed to allocating capital on a balanced basis, while maintaining a solid balance sheet," Amato concluded.
1
Financial Position
During third quarter 2019, the Company purchased 196,128 shares of its outstanding common stock for approximately $5.7 million, bringing the nine month total through September 30, 2019 to 723,528 shares, or nearly 1.6% of its outstanding common stock, for $21.1 million. At the end of the third quarter, the Company had $41.8 million remaining under its existing share repurchase authorization. As announced this morning, TriMas' Board of Directors has approved an increase in the Company's share repurchase program authorization, enabling the Company to purchase up to $150 million of its outstanding common stock.
TriMas ended third quarter 2019 with $342.0 million of cash and aggregate availability under its revolving credit facility, $57.9 million of cash on hand and a leverage ratio of 1.5x as defined in the Company's credit agreement. TriMas reported total debt of $294.4 million as of September 30, 2019, compared to $293.3 million as of September 30, 2018. The Company ended the quarter with Net Debt(2) of $236.5 million, an increase of $22.8 million compared to $213.7 million as of September 30, 2018, as a result of the use of cash for share repurchases and acquisitions.
The Company reported net cash provided by operations of $34.8 million for third quarter 2019, compared to $31.5 million in third quarter 2018. The Company reported Free Cash Flow(3) of $25.7 million for third quarter 2019, compared to $27.4 million in third quarter 2018. The Company reaffirmed its full year 2019 Free Cash Flow(3) guidance of greater than 100% of net income. Please see Appendix I for further details.
Third Quarter Segment Results
Packaging (Approximately 43% of TriMas September 30, 2019 LTM sales)
TriMas' Packaging segment, which consists primarily of the Rieke® and Taplast™ brands, develops and manufactures specialty dispensing and closure products for the health, beauty and home care, food and beverage, and industrial markets. Net sales for the third quarter increased 10.7% compared to the year ago period, as a result of incremental sales related to the acquisitions of Taplast and Plastic Srl, and higher sales of health, beauty and home care products. These increases were partially offset by lower sales of food and beverage products and industrial products, primarily due to continuing soft end market demand in North America, and the impact of unfavorable currency exchange. Third quarter operating profit and the related operating margin declined, as the impact of higher sales was offset by a less favorable product sales mix, as well as temporary production inefficiencies and higher freight costs.
Aerospace (Approximately 18% of TriMas September 30, 2019 LTM sales)
TriMas' Aerospace segment, which includes the Monogram Aerospace Fasteners™, Allfast Fastening Systems® and Mac Fasteners™ brands, develops, qualifies and manufactures highly-engineered, precision fasteners to serve the aerospace market. Net sales for the third quarter increased 5.5% compared to the year ago period due to steady demand levels for fastener products and improved production throughput. Third quarter operating profit and the related margin percentage increased primarily due to higher sales levels.
Specialty Products (Approximately 39% of TriMas September 30, 2019 LTM sales)
TriMas' Specialty Products segment, which includes the Norris Cylinder™, Lamons®, Arrow® Engine and Martinic Engineering™ brands, designs, manufactures and distributes highly-engineered steel cylinders, sealing and fastener products, wellhead engines and compression systems, and machined components for use within the industrial, petrochemical, oil and gas exploration and refining, and aerospace markets. Third quarter net sales increased by 0.7% compared to the year ago period, as higher sales levels in the sealing and fastener product lines were substantially offset by lower sales of engines and compressors used in oil and gas upstream applications, industrial high pressure cylinders and machined components. Third quarter operating profit and the related margin percentage decreased as the impact of higher sales levels was more than offset by a less favorable product sales mix, and higher input and freight costs. The Company also announced it signed an agreement to sell the Lamons business for $135 million, with an anticipated closing expected to take place by the end of first quarter 2020.
Outlook
The Company updated its full year 2019 outlook. The Company is now estimating that TriMas’ 2019 organic sales growth will be 1.5% to 2.5% compared to 2018, due to the impact of certain softer end markets and macro challenges. The Company also expects full year 2019 adjusted diluted earnings per share range to be $1.75 to $1.80, from the previous range of $1.85 to $1.95 per share. In addition, the Company continues to expect 2019 Free Cash Flow(3) to be greater than 100% of net income.
TriMas will report Lamons' results of operations as discontinued operations beginning in the fourth quarter of 2019. Excluding the impact of the Lamons business for the full year of 2019, organic sales growth is expected to be up
2
slightly compared to 2018. In addition, by removing the direct impact of Lamons' operating results, TriMas expects its full year 2019 adjusted diluted earnings per share range to be $1.40 to $1.45.
All of the above amounts considered as 2019 guidance are after adjusting for any current or future amounts that may be considered Special Items. The inability to predict the amount and timing of the impacts of these Special Items makes a detailed reconciliation of these forward-looking non-GAAP financial measures impracticable.(4)
Conference Call Information
TriMas will host its third quarter 2019 earnings conference call today, Monday, November 4, 2019, at 10 a.m. ET. The call-in number is (800) 367-2403. Participants should request to be connected to the TriMas third quarter 2019 earnings conference call (Confirmation Code 6138233). The conference call will also be simultaneously webcast via TriMas' website at www.trimascorp.com, under the "Investors" section, with an accompanying slide presentation. A replay of the conference call will be available on the TriMas website or by dialing (888) 203-1112 (Replay Passcode 6138233) beginning November 4, 2019 at 3 p.m. ET through November 11, 2019 at 3 p.m. ET.
Notice Regarding Forward-Looking Statements
Any "forward-looking" statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, contained herein, including those relating to the Company’s business, financial condition or future results, involve risks and uncertainties with respect to, including, but not limited to: the Company's ability to successfully complete the sale of the Lamons business; general economic and currency conditions; material and energy costs; risks and uncertainties associated with intangible assets, including goodwill or other intangible asset impairment charges; competitive factors; future trends; the Company’s ability to realize its business strategies; the Company’s ability to identify attractive acquisition candidates, successfully integrate acquired operations or realize the intended benefits of such acquisitions; information technology and other cyber-related risks; the performance of subcontractors and suppliers; supply constraints; market demand; intellectual property factors; litigation; government and regulatory actions, including, but not limited to, the impact of tariffs, quotas and surcharges; the Company’s leverage; liabilities imposed by debt instruments; labor disputes; changes to fiscal and tax policies; contingent liabilities relating to acquisition activities; the disruption of operations from catastrophic or extraordinary events, including natural disasters; the potential impact of Brexit; tax considerations relating to the Cequent spin-off; the Company’s future prospects; and other risks that are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements, except as required by law.
Non-GAAP Financial Measures
In this release, certain non-GAAP financial measures are used. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure may be found in Appendix I at the end of this release. Additional information is available at www.trimascorp.com under the “Investors” section.
(1) | Appendix I details certain costs, expenses and other amounts or charges, collectively described as "Special Items," that are included in the determination of net income, earnings per share and/or cash flows from operating activities under GAAP, but that management believes should be separately considered when evaluating the quality of the Company’s core operating results, given they may not reflect the ongoing activities of the business. Management believes that presenting these non-GAAP financial measures, adjusted to remove the impact of Special Items, provides useful information to investors by helping them identify underlying trends in the Company’s businesses and facilitating comparisons of performance with prior and future periods. These non-GAAP financial measures should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP financial measures. |
(2) | The Company defines Net Debt as Total Debt less Cash and Cash Equivalents. Please see Appendix I for additional details. |
(3) | The Company defines Free Cash Flow as Net Cash Provided by/Used for Operating Activities, excluding the cash impact of Special Items, less Capital Expenditures. Please see Appendix I for additional details. |
(4) | Reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures are not provided because the Company is unable to provide such reconciliations without unreasonable effort, due to the uncertainty and inherent difficulty of predicting the occurrence and the financial impact of such items impacting comparability and the periods in which such items may be recognized. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results. |
3
About TriMas
TriMas is a diversified global manufacturer and provider of products for customers in the consumer products, aerospace, industrial, petrochemical, and oil & gas end markets with approximately 4,000 dedicated employees in 16 countries. We provide customers with a wide range of innovative and quality product solutions through our market-leading businesses, which operate in three segments: Packaging, Aerospace and Specialty Products. The TriMas family of businesses has strong brand names in the markets served, and operates under a common set of values and strategic priorities under the TriMas Business Model. TriMas is publicly traded on the NASDAQ under the ticker symbol “TRS,” and is headquartered in Bloomfield Hills, Michigan. For more information, please visit www.trimascorp.com.
4
TriMas Corporation
Condensed Consolidated Balance Sheet
(Dollars in thousands)
September 30, 2019 | December 31, 2018 | |||||||
Assets | (unaudited) | |||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 57,940 | $ | 108,150 | ||||
Receivables, net | 152,220 | 123,110 | ||||||
Inventories | 176,300 | 173,120 | ||||||
Prepaid expenses and other current assets | 8,150 | 7,430 | ||||||
Total current assets | 394,610 | 411,810 | ||||||
Property and equipment, net | 226,640 | 187,800 | ||||||
Operating lease right-of-use assets | 36,750 | — | ||||||
Goodwill | 332,670 | 316,650 | ||||||
Other intangibles, net | 171,380 | 174,530 | ||||||
Deferred income taxes | 1,100 | 1,080 | ||||||
Other assets | 22,060 | 8,650 | ||||||
Total assets | $ | 1,185,210 | $ | 1,100,520 | ||||
Liabilities and Shareholders' Equity | ||||||||
Current liabilities: | ||||||||
Current maturities, long-term debt | $ | 30 | $ | — | ||||
Accounts payable | 80,180 | 93,430 | ||||||
Accrued liabilities | 46,560 | 48,300 | ||||||
Operating lease liabilities, current portion | 8,500 | — | ||||||
Total current liabilities | 135,270 | 141,730 | ||||||
Long-term debt, net | 294,410 | 293,560 | ||||||
Operating lease liabilities | 28,640 | — | ||||||
Deferred income taxes | 21,700 | 5,560 | ||||||
Other long-term liabilities | 43,130 | 39,220 | ||||||
Total liabilities | 523,150 | 480,070 | ||||||
Total shareholders' equity | 662,060 | 620,450 | ||||||
Total liabilities and shareholders' equity | $ | 1,185,210 | $ | 1,100,520 | ||||
5
TriMas Corporation
Consolidated Statement of Income
(Unaudited - dollars in thousands, except per share amounts)
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Net sales | $ | 236,830 | $ | 223,780 | $ | 697,490 | $ | 665,790 | ||||||||
Cost of sales | (175,590 | ) | (162,060 | ) | (511,080 | ) | (478,910 | ) | ||||||||
Gross profit | 61,240 | 61,720 | 186,410 | 186,880 | ||||||||||||
Selling, general and administrative expenses | (32,550 | ) | (31,840 | ) | (100,760 | ) | (90,270 | ) | ||||||||
Operating profit | 28,690 | 29,880 | 85,650 | 96,610 | ||||||||||||
Other expense, net: | ||||||||||||||||
Interest expense | (3,520 | ) | (3,480 | ) | (10,450 | ) | (10,660 | ) | ||||||||
Other income (expense), net | 610 | 410 | 1,280 | (2,330 | ) | |||||||||||
Other expense, net | (2,910 | ) | (3,070 | ) | (9,170 | ) | (12,990 | ) | ||||||||
Income before income tax expense | 25,780 | 26,810 | 76,480 | 83,620 | ||||||||||||
Income tax expense | (6,670 | ) | (4,140 | ) | (16,260 | ) | (17,030 | ) | ||||||||
Net income | $ | 19,110 | $ | 22,670 | $ | 60,220 | $ | 66,590 | ||||||||
Basic earnings per share: | ||||||||||||||||
Net income per share | $ | 0.42 | $ | 0.49 | $ | 1.33 | $ | 1.45 | ||||||||
Weighted average common shares—basic | 45,175,244 | 45,850,288 | 45,448,711 | 45,850,187 | ||||||||||||
Diluted earnings per share: | ||||||||||||||||
Net income per share | $ | 0.42 | $ | 0.49 | $ | 1.32 | $ | 1.44 | ||||||||
Weighted average common shares—diluted | 45,415,767 | 46,166,558 | 45,745,421 | 46,198,884 | ||||||||||||
6
TriMas Corporation
Consolidated Statement of Cash Flow
(Unaudited - dollars in thousands)
Nine months ended September 30, | ||||||||
2019 | 2018 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 60,220 | $ | 66,590 | ||||
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition impact: | ||||||||
Loss on dispositions of assets | 70 | 70 | ||||||
Depreciation | 19,950 | 18,630 | ||||||
Amortization of intangible assets | 14,920 | 14,600 | ||||||
Amortization of debt issue costs | 850 | 1,020 | ||||||
Deferred income taxes | 5,620 | 9,290 | ||||||
Non-cash compensation expense | 4,130 | 4,400 | ||||||
Increase in receivables | (14,510 | ) | (20,060 | ) | ||||
(Increase) decrease in inventories | 2,330 | (10,750 | ) | |||||
(Increase) decrease in prepaid expenses and other assets | (3,710 | ) | 7,180 | |||||
Decrease in accounts payable and accrued liabilities | (25,920 | ) | (6,740 | ) | ||||
Other operating activities | 150 | (1,140 | ) | |||||
Net cash provided by operating activities, net of acquisition impact | 64,100 | 83,090 | ||||||
Cash Flows from Investing Activities: | ||||||||
Capital expenditures | (23,370 | ) | (15,890 | ) | ||||
Acquisition of businesses, net of cash acquired | (67,090 | ) | — | |||||
Net proceeds from disposition of property and equipment | 30 | 250 | ||||||
Net cash used for investing activities | (90,430 | ) | (15,640 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from borrowings on revolving credit facilities | 145,540 | 59,060 | ||||||
Repayments of borrowings on revolving credit facilities | (145,090 | ) | (68,490 | ) | ||||
Shares surrendered upon exercise and vesting of equity awards to cover taxes | (3,240 | ) | (2,380 | ) | ||||
Payments to purchase common stock | (21,090 | ) | (3,590 | ) | ||||
Net cash used for financing activities | (23,880 | ) | (15,400 | ) | ||||
Cash and Cash Equivalents: | ||||||||
Increase (decrease) for the period | (50,210 | ) | 52,050 | |||||
At beginning of period | 108,150 | 27,580 | ||||||
At end of period | $ | 57,940 | $ | 79,630 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest | $ | 6,570 | $ | 7,840 | ||||
Cash paid for taxes | $ | 18,810 | $ | 5,020 | ||||
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Appendix I
TriMas Corporation
Additional Information Regarding Special Items Impacting
Reported GAAP Financial Measures
(Unaudited - dollars in thousands)
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Packaging | ||||||||||||||||
Net sales | $ | 105,480 | $ | 95,250 | $ | 298,310 | $ | 278,540 | ||||||||
Operating profit | $ | 19,740 | $ | 22,060 | $ | 60,020 | $ | 64,450 | ||||||||
Special Items to consider in evaluating operating profit: | ||||||||||||||||
Purchase accounting costs | — | — | 1,280 | — | ||||||||||||
Business restructuring and severance costs | 360 | — | 360 | — | ||||||||||||
Adjusted operating profit | $ | 20,100 | $ | 22,060 | $ | 61,660 | $ | 64,450 | ||||||||
Aerospace | ||||||||||||||||
Net sales | $ | 43,140 | $ | 40,890 | $ | 123,710 | $ | 117,780 | ||||||||
Operating profit | $ | 8,230 | $ | 7,680 | $ | 20,980 | $ | 18,720 | ||||||||
Special Items to consider in evaluating operating profit: | ||||||||||||||||
Business restructuring and severance costs | — | — | 440 | — | ||||||||||||
Adjusted operating profit | $ | 8,230 | $ | 7,680 | $ | 21,420 | $ | 18,720 | ||||||||
Specialty Products | ||||||||||||||||
Net sales | $ | 88,210 | $ | 87,640 | $ | 275,470 | $ | 269,470 | ||||||||
Operating profit | $ | 8,400 | $ | 8,330 | $ | 29,430 | $ | 28,570 | ||||||||
Special Items to consider in evaluating operating profit: | ||||||||||||||||
Business restructuring and severance costs | — | 270 | — | 1,880 | ||||||||||||
Adjusted operating profit | $ | 8,400 | $ | 8,600 | $ | 29,430 | $ | 30,450 | ||||||||
Corporate Expenses | ||||||||||||||||
Operating loss | $ | (7,680 | ) | $ | (8,190 | ) | $ | (24,780 | ) | $ | (15,130 | ) | ||||
Special Items to consider in evaluating operating loss: | ||||||||||||||||
M&A diligence and transaction costs | 700 | — | 2,520 | — | ||||||||||||
Reversal of legacy related party liability | — | — | — | (8,150 | ) | |||||||||||
Adjusted operating loss | $ | (6,980 | ) | $ | (8,190 | ) | $ | (22,260 | ) | $ | (23,280 | ) | ||||
Total Company | ||||||||||||||||
Net sales | $ | 236,830 | $ | 223,780 | $ | 697,490 | $ | 665,790 | ||||||||
Operating profit | $ | 28,690 | $ | 29,880 | $ | 85,650 | $ | 96,610 | ||||||||
Total Special Items to consider in evaluating operating profit | 1,060 | 270 | 4,600 | (6,270 | ) | |||||||||||
Adjusted operating profit | $ | 29,750 | $ | 30,150 | $ | 90,250 | $ | 90,340 | ||||||||
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Appendix I
TriMas Corporation
Additional Information Regarding Special Items Impacting
Reported GAAP Financial Measures
(Unaudited - dollars in thousands, except per share amounts)
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Net Income, as reported | $ | 19,110 | $ | 22,670 | $ | 60,220 | $ | 66,590 | ||||||||
Special Items to consider in evaluating quality of net income: | ||||||||||||||||
M&A diligence and transaction costs | 700 | — | 2,520 | — | ||||||||||||
Purchase accounting costs | — | — | 1,280 | — | ||||||||||||
Business restructuring and severance costs | 360 | 710 | 800 | 2,580 | ||||||||||||
Reversal of legacy related party liability | — | — | — | (8,150 | ) | |||||||||||
Defined benefit pension plan settlement charge | — | — | — | 2,500 | ||||||||||||
Tax reform adjustments(1) | — | (1,100 | ) | — | (1,100 | ) | ||||||||||
Income tax effect of Special Items(2) | (200 | ) | (10 | ) | (860 | ) | 1,030 | |||||||||
Adjusted net income | $ | 19,970 | $ | 22,270 | $ | 63,960 | $ | 63,450 | ||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Diluted earnings per share, as reported | $ | 0.42 | $ | 0.49 | $ | 1.32 | $ | 1.44 | ||||||||
Special Items to consider in evaluating quality of EPS: | ||||||||||||||||
M&A diligence and transaction costs | 0.01 | — | 0.05 | — | ||||||||||||
Purchase accounting costs | — | — | 0.03 | — | ||||||||||||
Business restructuring and severance costs | 0.01 | 0.01 | 0.02 | 0.06 | ||||||||||||
Reversal of legacy related party liability | — | — | — | (0.18 | ) | |||||||||||
Defined benefit pension plan settlement charge | — | — | — | 0.05 | ||||||||||||
Tax reform adjustments(1) | — | (0.02 | ) | — | (0.02 | ) | ||||||||||
Income tax effect of Special Items(2) | — | — | (0.02 | ) | 0.02 | |||||||||||
Adjusted diluted EPS | $ | 0.44 | $ | 0.48 | $ | 1.40 | $ | 1.37 | ||||||||
Weighted-average shares outstanding | 45,415,767 | 46,166,558 | 45,745,421 | 46,198,884 | ||||||||||||
(1) Additional tax regulations were issued in the three months ended September 30, 2018 related to the Tax Cuts and Jobs Act of 2017, which resulted in a one-time net tax benefit of approximately $1.1 million.
(2) Income tax effect of Special Items is calculated on an item-by-item basis, utilizing the tax rate in the jurisdiction where the Special Item occurred. For the three and nine month periods ended September 30, 2019, the income tax effect of Special Items varied from the tax rate inherent in the Company's reported GAAP results, primarily as a result of certain discrete items that occurred during the period for GAAP reporting purposes. For the three and nine month periods ended September 30, 2018, the income tax effect of Special Items varied from the tax rate inherent in the Company's reported GAAP results, primarily as a result of certain of the Special Items being incurred in jurisdictions where no tax benefit could be recorded due to valuation allowance assessments.
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Appendix I
TriMas Corporation
Additional Information Regarding Special Items Impacting
Reported GAAP Financial Measures
(Unaudited - dollars in thousands)
Three months ended September 30, | ||||||||||||||||||||||||
2019 | 2018 | |||||||||||||||||||||||
As reported | Special Items | As adjusted | As reported | Special Items | As adjusted | |||||||||||||||||||
Net cash provided by operating activities | $ | 34,820 | $ | 1,920 | $ | 36,740 | $ | 31,470 | $ | 470 | $ | 31,940 | ||||||||||||
Less: Capital expenditures | (11,060 | ) | — | (11,060 | ) | (4,570 | ) | — | (4,570 | ) | ||||||||||||||
Free Cash Flow | 23,760 | 1,920 | 25,680 | 26,900 | 470 | 27,370 | ||||||||||||||||||
Net Income | 19,110 | 860 | 19,970 | 22,670 | (400 | ) | 22,270 | |||||||||||||||||
Free Cash Flow as a percentage of net income | 124 | % | 129 | % | 119 | % | 123 | % | ||||||||||||||||
Nine months ended September 30, | ||||||||||||||||||||||||
2019 | 2018 | |||||||||||||||||||||||
As reported | Special Items | As adjusted | As reported | Special Items | As adjusted | |||||||||||||||||||
Net cash provided by operating activities | $ | 64,100 | $ | 4,130 | $ | 68,230 | 83,090 | $ | 3,450 | $ | 86,540 | |||||||||||||
Less: Capital expenditures | (23,370 | ) | — | (23,370 | ) | (15,890 | ) | — | (15,890 | ) | ||||||||||||||
Free Cash Flow | 40,730 | 4,130 | 44,860 | 67,200 | 3,450 | 70,650 | ||||||||||||||||||
Net Income | 60,220 | 3,740 | 63,960 | 66,590 | (3,140 | ) | 63,450 | |||||||||||||||||
Free Cash Flow as a percentage of net income | 68 | % | 70 | % | 101 | % | 111 | % | ||||||||||||||||
September 30, 2019 | December 31, 2018 | September 30, 2018 | ||||||||||
Current maturities, long-term debt | $ | 30 | $ | — | $ | — | ||||||
Long-term debt, net | 294,410 | 293,560 | 293,290 | |||||||||
Total Debt | 294,440 | 293,560 | 293,290 | |||||||||
Less: Cash and cash equivalents | 57,940 | 108,150 | 79,630 | |||||||||
Net Debt | $ | 236,500 | $ | 185,410 | $ | 213,660 | ||||||
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Exhibit 99.2
CONTACT: |
Sherry Lauderback |
VP, Investor Relations & Communications |
(248) 631-5506 |
sherrylauderback@trimascorp.com |
TRIMAS ENTERS INTO AGREEMENT TO SELL ITS LAMONS BUSINESS
BLOOMFIELD HILLS, Michigan, November 4, 2019 - TriMas (NASDAQ: TRS) today announced that TriMas Company, LLC, a wholly-owned subsidiary of TriMas Corporation, has entered into a definitive agreement to sell its Lamons business to First Reserve, a private equity firm focused on energy investing, for $135 million in cash, subject to customary working capital and purchase price adjustments.
"A key part of TriMas’ overarching strategy is to reposition our portfolio of businesses by investing in innovation and programmatic M&A to accelerate long-term growth, predominantly in our Packaging and Aerospace segments," said Thomas Amato, President & Chief Executive Officer of TriMas. "Our Lamons’ management team has completed a remarkable turnaround over the past few years, streamlining its manufacturing and distribution footprint, and improving operational throughput, which in turn, has resulted in higher sales and operating performance. As Lamons moves into the next phase of growth and development, we believe this business will benefit from First Reserve’s focus and expertise in energy-related end markets. I am pleased that we have secured a buyer for which Lamons will be an ideal fit.”
Lamons is a leading provider of industrial sealing and fastener solutions used in mission-critical, high-consequence applications in the petrochemical, petroleum refining, midstream energy transportation, upstream oil and gas, metropolitan water and wastewater management end markets. Lamons, currently part of TriMas’ Specialty Products segment, generated approximately $186 million in net sales for the 12 months ended September 30, 2019. TriMas will report Lamons’ results of operations as discontinued operations beginning in the fourth quarter of 2019.
Gary Reaves and Neil Wizel, Managing Directors at First Reserve, commented, “First Reserve’s investment in Lamons represents a compelling opportunity to draw on our experience in both executing corporate carve-out transactions and in acquiring energy-related industrial equipment and services companies. We believe Lamons is well-positioned to benefit from favorable long-term macro and secular trends, particularly an increasing industry focus on environmental, social and governance principles and preventative maintenance spending. We are excited to partner with Lamons’ management to grow the business and to deliver its sealing solutions to a diversified set of energy and industrial end markets.”
The closing is expected to occur by the end of the first quarter of 2020, and remains subject to customary regulatory approvals and closing conditions. BofA Securities is serving as financial advisor and has led the sale process, while Jones Day is serving as outside legal counsel for TriMas. Current Capital is serving as financial advisor to First Reserve and Vinson & Elkins is serving as its outside legal counsel. TriMas will discuss additional details related to this transaction on its third quarter 2019 earnings conference call today, November 4, 2019.
“We would like to thank the Lamons team for its contributions to TriMas and its leadership throughout the sale process. We are extremely proud of the great work our broader team has done to strengthen and improve its brand, and we remain committed to delivering the highest level of service to Lamons’ customers during this transition,” concluded Amato.
About TriMas
TriMas is a diversified global manufacturer and provider of products for customers in the consumer products, aerospace, industrial, petrochemical, and oil and gas end markets with approximately 4,000 dedicated employees in 16 countries. We provide customers with a wide range of innovative and quality product solutions through our market-leading businesses, which we report in three segments: Packaging, Aerospace and Specialty Products. The TriMas family of businesses has strong brand names in the markets served, and operates under a common set of values and strategic priorities under the TriMas Business Model. TriMas is publicly traded on the NASDAQ under the ticker symbol “TRS,” and is headquartered in Bloomfield Hills, Michigan. For more information, please visit www.trimascorp.com.
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About First Reserve
First Reserve is a leading global private equity investment firm exclusively focused on energy. With over 35 years of industry insight, investment expertise and operational excellence, the Firm has cultivated an enduring network of global relationships and raised approximately $32 billion of aggregate capital since inception. First Reserve has completed over 650 transactions (including platform investments and add-on acquisitions), creating several notable energy companies throughout the Firm’s history. Its portfolio companies have operated on six continents, spanning the energy spectrum from upstream oil and gas to midstream and downstream, including resources, equipment and services, and associated infrastructure. Please visit www.firstreserve.com for further information.
Notice Regarding Forward-Looking Statements
Any "forward-looking" statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, contained herein, including those relating to the Company’s business, financial condition or future results, involve risks and uncertainties with respect to, including, but not limited to: the Company’s ability to successfully complete the sale of the Lamons business, including, without limitation, any material adverse changes in the Lamons business or the Lamons assets being sold and the ability to obtain any requisite approvals; general economic and currency conditions; material and energy costs; risks and uncertainties associated with intangible assets, including goodwill or other intangible asset impairment charges; competitive factors; future trends; the Company’s ability to realize its business strategies; the Company’s ability to identify attractive acquisition candidates, successfully integrate acquired operations or realize the intended benefits of such acquisitions; information technology and other cyber-related risks; the performance of subcontractors and suppliers; supply constraints; market demand; intellectual property factors; litigation; government and regulatory actions, including, but not limited to, the impact of tariffs, quotas and surcharges; the Company’s leverage; liabilities imposed by debt instruments; labor disputes; changes to fiscal and tax policies; contingent liabilities relating to acquisition activities; the disruption of operations from catastrophic or extraordinary events, including natural disasters; the potential impact of Brexit; tax considerations relating to the Cequent spin-off; the Company’s future prospects; and other risks that are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements, except as required by law.
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