SEC Filing | TriMas Corporation

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q


(Mark One)
☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended		June 30, 2022
Or
☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from to .

Commission file number 001-10716

TRIMAS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						38-2687639
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

38505 Woodward Avenue, Suite 200

Bloomfield Hills, Michigan 48304

(Address of principal executive offices, including zip code)

(248) 631-5450

(Registrant's telephone number, including area code)


Title of each class	Trading symbol(s)	Name of exchange on which registered
Common stock, $0.01 par value	TRS	The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 21, 2022, the number of outstanding shares of the Registrant's common stock, $0.01 par value, was 42,002,294 shares.

Table of Contents

TriMas Corporation

Index

Part I.

Financial Information

Forward-Looking Statements

Item 1.

Consolidated Financial Statements

Consolidated Balance Sheet as of June 3 0 , 2022 and December 31, 2021

Consolidated Statement of Income for the Three and Six Months Ended June 3 0 , 2022 and 2021

Consolidated Statement of Comprehensive Income for the Three and Six Months Ended June 3 0 , 2022 and 2021

Consolidated Statement of Cash Flows for the Six Months Ended June 3 0 , 2022 and 2021

Consolidated Statement of Shareholders' Equity for the Six Months Ended June 3 0 , 2022 and 2021

Notes to Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Forward-Looking Statements

This report may contain 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 about our financial condition, results of operations and business. These forward-looking statements can be identified by the use of forward-looking words, such as “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan” or other comparable words, or by discussions of strategy that may involve risks and uncertainties.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties which could materially affect our business, financial condition or future results, including, but not limited to: the severity and duration of the ongoing coronavirus (“COVID-19”) pandemic on our operations, customers and suppliers, as well as related actions taken by governmental authorities and other third parties in response thereto, each of which is uncertain, rapidly changing and difficult to predict; general economic and currency conditions; inflationary pressures on our supply chain, including raw material and energy costs, and customers; interest rate volatility; risks and uncertainties associated with intangible assets, including goodwill or other intangible asset impairment charges; competitive factors; future trends; our ability to realize our business strategies; our 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 our subcontractors and suppliers; supply constraints, including the availability and cost of raw materials; market demand; intellectual property factors; litigation; government and regulatory actions, including, without limitation, climate change legislation and other environmental regulations, as well as the impact of tariffs, quotas and surcharges; our leverage; liabilities imposed by our debt instruments; labor disputes and shortages; changes to fiscal and tax policies; contingent liabilities relating to acquisition activities; the disruption of operations from catastrophic or extraordinary events, including natural disasters, geopolitical conflicts and public health crises; the amount and timing of future dividends and/or share repurchases, which remain subject to Board approval and depend on market and other conditions; our future prospects; and other risks that are discussed in Part I, Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2021 and elsewhere in this report. The risks described in our Annual Report on Form 10-K and elsewhere in this report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deemed to be immaterial also may materially adversely affect our business, financial position and results of operations or cash flows.

The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We caution readers not to place undue reliance on the statements, which speak only as of the date of this report. We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statement to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.

We disclose important factors that could cause our actual results to differ materially from our expectations implied by our forward-looking statements under Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this report. These cautionary statements qualify all forward-looking statements attributed to us or persons acting on our behalf. When we indicate that an event, condition or circumstance could or would have an adverse effect on us, we mean to include effects upon our business, financial and other conditions, results of operations, prospects and ability to service our debt.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

TriMas Corporation

Consolidated Balance Sheet

(Dollars in thousands)


	June 30, 2022		December 31, 2021
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	49,090	$	140,740
Receivables, net of reserves of approximately $1.3 million and $1.6 million as of June 30, 2022 and December 31, 2021, respectively	155,140		125,630
Inventories	164,040		152,450
Prepaid expenses and other current assets	17,000		12,950
Total current assets	385,270		431,770
Property and equipment, net	275,670		265,630
Operating lease right-of-use assets	50,500		50,650
Goodwill	339,210		315,490
Other intangibles, net	197,100		196,730
Deferred income taxes	8,990		9,740
Other assets	46,020		33,630
Total assets	$	1,302,760	$	1,303,640
Liabilities and Shareholders' Equity
Current liabilities:

Accounts payable	$	96,870	$	87,800
Accrued liabilities	50,490		58,980
Operating lease liabilities, current portion	8,230		8,120
Total current liabilities	155,590		154,900
Long-term debt, net	394,270		393,820
Operating lease liabilities	44,110		43,780
Deferred income taxes	25,750		21,260
Other long-term liabilities	52,260		59,030
Total liabilities	671,980		672,790
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: 42,050,893 shares at June 30, 2022 and 42,836,574 shares at December 31, 2021	420		430
Paid-in capital	704,170		732,490
Accumulated deficit	(68,270)		(102,300)
Accumulated other comprehensive income (loss)	(5,540)		230
Total shareholders' equity	630,780		630,850
Total liabilities and shareholders' equity	$	1,302,760	$	1,303,640

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

TriMas Corporation

Consolidated Statement of Income

(Unaudited—dollars in thousands, except for per share amounts)


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Net sales	$	237,680	$	218,990	$	461,990	$	425,720
Cost of sales	(177,000)		(160,960)		(347,600)		(316,360)
Gross profit	60,680		58,030		114,390		109,360
Selling, general and administrative expenses	(30,810)		(32,460)		(62,590)		(62,680)


Operating profit	29,870		25,570		51,800		46,680
Other expense, net:
Interest expense	(3,500)		(4,120)		(6,910)		(7,670)
Debt financing and related expenses	—		(10,320)		—		(10,520)
Other income (expense), net	270		670		(10)		(260)
Other expense, net	(3,230)		(13,770)		(6,920)		(18,450)
Income before income tax expense	26,640		11,800		44,880		28,230
Income tax benefit (expense)	(6,780)		40		(10,850)		(3,330)




Net income	$	19,860	$	11,840	$	34,030	$	24,900
Basic earnings per share:


Net income per share	$	0.47	$	0.27	$	0.80	$	0.58
Weighted average common shares—basic	42,297,525		43,110,191		42,548,366		43,147,599
Diluted earnings per share:


Net income per share	$	0.47	$	0.27	$	0.80	$	0.57
Weighted average common shares—diluted	42,481,199		43,308,356		42,795,446		43,471,616

The accompanying notes are an integral part of these consolidated financial statements.

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TriMas Corporation

Consolidated Statement of Comprehensive Income

(Unaudited—dollars in thousands)


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Net income	$	19,860	$	11,840	$	34,030	$	24,900
Other comprehensive income (loss):
Defined benefit plans (Note 18)	90		160		330		310
Foreign currency translation	(13,730)		1,400		(17,770)		(2,020)
Derivative instruments (Note 11)	10,110		(570)		11,670		3,330
Total other comprehensive income (loss)	(3,530)		990		(5,770)		1,620
Total comprehensive income	$	16,330	$	12,830	$	28,260	$	26,520

The accompanying notes are an integral part of these consolidated financial statements.

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TriMas Corporation

Consolidated Statement of Cash Flows

(Unaudited—dollars in thousands)


	Six months ended June 30,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	34,030	$	24,900


Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition impact:

Loss on dispositions of assets	210		130
Depreciation	17,150		15,830
Amortization of intangible assets	10,040		10,780
Amortization of debt issue costs	450		520
Deferred income taxes	3,320		1,790
Non-cash compensation expense	5,300		5,660

Debt financing and related expenses	—		10,520
Increase in receivables	(29,430)		(22,600)
Increase in inventories	(7,940)		(900)
Decrease (increase) in prepaid expenses and other assets	790		(7,430)
Increase (decrease) in accounts payable and accrued liabilities	(8,870)		1,350
Other operating activities	2,640		2,120


Net cash provided by operating activities, net of acquisition impact	27,690		42,670
Cash Flows from Investing Activities:
Capital expenditures	(21,720)		(18,330)
Acquisition of businesses, net of cash acquired	(64,100)		—
Net proceeds from disposition of property and equipment	110		140


Net cash used for investing activities	(85,710)		(18,190)
Cash Flows from Financing Activities:
Retirement of senior notes	—		(300,000)
Proceeds from issuance of senior notes	—		400,000


Proceeds from borrowings on revolving credit facilities	12,000		—
Repayments of borrowings on revolving credit facilities	(12,000)		(48,620)

Debt financing fees and senior notes redemption premium	—		(13,570)



Payments to purchase common stock	(27,890)		(14,210)
Shares surrendered upon exercise and vesting of equity awards to cover taxes	(2,280)		(4,620)

Dividends paid	(3,460)		—



Net cash provided by (used for) financing activities	(33,630)		18,980
Cash and Cash Equivalents:
Increase (decrease) for the period	(91,650)		43,460
At beginning of period	140,740		73,950
At end of period	$	49,090	$	117,410
Supplemental disclosure of cash flow information:
Cash paid for interest	$	6,330	$	6,170
Cash paid for taxes	$	1,120	$	4,420

The accompanying notes are an integral part of these consolidated financial statements.

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TriMas Corporation

Consolidated Statement of Shareholders' Equity

Six Months Ended June 30, 2022 and 2021

(Unaudited—dollars in thousands)


	Common Stock		Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
Balances, December 31, 2021	$	430	$	732,490	$	(102,300)	$	230	$	630,850
Net income	—		—		14,170		—		14,170
Other comprehensive loss	—		—		—		(2,240)		(2,240)

Purchase of common stock	—		(9,060)		—		—		(9,060)
Shares surrendered upon exercise and vesting of equity awards to cover taxes	—		(970)		—		—		(970)


Non-cash compensation expense	—		2,820		—		—		2,820
Dividends declared	—		(1,740)		—		—		(1,740)

Balances, March 31, 2022	$	430	$	723,540	$	(88,130)	$	(2,010)	$	633,830
Net income	—		—		19,860		—		19,860
Other comprehensive loss	—		—		—		(3,530)		(3,530)
Purchase of common stock	(10)		(18,820)		—		—		(18,830)
Shares surrendered upon exercise and vesting of equity awards to cover taxes	—		(1,310)		—		—		(1,310)


Non-cash compensation expense	—		2,480		—		—		2,480
Dividends declared	—		(1,720)		—		—		(1,720)
Balances, June 30, 2022	$	420	$	704,170	$	(68,270)	$	(5,540)	$	630,780


	Common Stock		Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total
Balances, December 31, 2020	$	430	$	749,050	$	(159,610)	$	(5,620)	$	584,250
Net income	—		—		13,060		—		13,060
Other comprehensive income	—		—		—		630		630

Purchase of common stock	—		(2,640)		—		—		(2,640)
Shares surrendered upon exercise and vesting of equity awards to cover taxes	—		(1,770)		—		—		(1,770)


Non-cash compensation expense	—		2,440		—		—		2,440

Balances, March 31, 2021	$	430	$	747,080	$	(146,550)	$	(4,990)	$	595,970
Net income	—		—		11,840		—		11,840
Other comprehensive loss	—		—		—		990		990
Purchase of common stock	—		(11,570)		—		—		(11,570)
Shares surrendered upon exercise and vesting of equity awards to cover taxes	—		(2,850)		—		—		(2,850)
Non-cash compensation expense	—		3,220		—		—		3,220
Balances, June 30, 2021	$	430	$	735,880	$	(134,710)	$	(4,000)	$	597,600

The accompanying notes are an integral part of these consolidated financial statements.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

TriMas Corporation ("TriMas" or the "Company"), and its consolidated subsidiaries, designs, engineers and manufactures innovative products under leading brand names for customers primarily in the consumer products, aerospace & defense, and industrial markets.

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and, in the opinion of management, contain all adjustments, including adjustments of a normal and recurring nature, necessary for a fair presentation of financial position and results of operations. The preparation of financial statements requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities. Actual results may differ from such estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the ongoing outbreak of the coronavirus and related variants (“COVID-19”) as well as input cost inflation, supply chain disruptions, and shortages in global markets for commodities, logistics and labor. To the extent there are differences between these estimates and actual results, the Company's consolidated financial statements may be materially affected.

Results of operations for interim periods are not necessarily indicative of results for the full year. The accompanying consolidated financial statements and notes thereto should be read in conjunction with the Company's 2021 Annual Report on Form 10-K.

2. New Accounting Pronouncements

Recently Issued Accounting Pronouncements

In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-10, "Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance" ("ASU 2021-10"), which requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. ASU 2021-10 is effective for annual filings in fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is in the process of assessing the impact of adoption on its consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" ("ASU 2021-08"), which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, "Revenue from Contracts with Customers." ASU 2021-08 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, with early adoption permitted. The Company is in the process of assessing the impact of adoption on its consolidated financial statements.

3. Revenue

The following table presents the Company’s disaggregated net sales by primary market served (dollars in thousands):


	Three months ended June 30,				Six months ended June 30,
Customer Markets	2022		2021		2022		2021
Consumer Products	$	119,830	$	112,900	$	227,390	$	218,020
Aerospace & Defense	47,390		44,560		91,910		89,170
Industrial	70,460		61,530		142,690		118,530
Total net sales	$	237,680	$	218,990	$	461,990	$	425,720

The Company’s Packaging segment earns revenues from the consumer products (comprised of the beauty and personal care, food and beverage, home care, pharmaceutical, nutraceutical and medical submarkets) and industrial markets. The Aerospace segment earns revenues from the aerospace & defense market (comprised of commercial, regional and business jet and military submarkets). The Specialty Products segment earns revenues from a variety of submarkets within the industrial market.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

4. Realignment Actions

2022 Realignment Actions

During the six months ended June 30, 2022, the Company incurred realignment charges in its Packaging segment related to adjusting its labor force in facilities with lower demand, finalizing its Indianapolis, Indiana facility consolidation, costs incurred to reorganize its benefit plans in the United Kingdom, and for costs incurred as part of the Company's start-up and relocation to a new, larger facility in New Albany, Ohio. The Company also completed the Aerospace segment footprint realignment which began in 2021. In connection with these actions, the Company recorded pre-tax realignment charges of approximately $1.5 million and $3.8 million during the three and six months ended June 30, 2022, respectively, of which approximately $1.4 million and $2.2 million, respectively, related to facility move and consolidation costs and approximately $0.1 million and $1.6 million, respectively, were for employee-related costs. For the three and six months ended June 30, 2022, approximately $1.4 million and $2.3 million, respectively, of these charges were included in cost of sales, and approximately $0.1 million and $1.5 million, respectively, of these charges were included in selling, general and administrative expenses in the accompanying consolidated statement of income.

2021 Realignment Actions

During the six months ended June 30, 2021, the Company executed certain realignment actions in response to reductions in current and expected future end market demand. First, the Company closed its Packaging segment's Union City, California manufacturing facility, consolidating the operation into its Indianapolis, Indiana and Woodridge, Illinois facilities. The Company also realigned its Aerospace segment footprint, consolidating certain activities previously in its three leased Stanton, California facilities into its owned Tolleson, Arizona facility. In addition, the Company also reorganized and streamlined its corporate office legal and finance groups. The Company recorded pre-tax realignment charges of approximately $4.2 million and $8.2 million during the three and six months ended June 30, 2021, respectively. Of these costs, approximately $0.7 million and $2.2 million during the three and six months ended June 30, 2021, respectively, related to facility consolidations, and approximately $3.5 million and $6.0 million, respectively, were for employee separation costs. As of June 30, 2021, approximately $1.0 million of the employee separation costs had been paid. For the three and six months ended June 30, 2021, approximately $0.9 million and $2.7 million, respectively, of these charges were included in cost of sales, and approximately $3.3 million and $5.5 million, respectively, were included in selling, general and administrative expenses in the accompanying consolidated statement of income.

5. Acquisitions

2022 Acquisitions

On February 28, 2022, the Company acquired Intertech Plastics LLC and related companies (collectively, "Intertech") for a purchase price of approximately $64.1 million, net of cash acquired. Intertech is a manufacturer of custom injection molded products used in medical applications, as well as products and assemblies for consumer and industrial applications. The fair value of assets acquired and liabilities assumed included approximately $32.4 million of goodwill, $13.5 million of intangible assets, $12.2 million of property and equipment and $6.0 million of net working capital. Intertech, which is reported in the Company's Packaging segment, has two manufacturing facilities located in the Denver, Colorado area and historically generated approximately $32 million in annual revenue.

2021 Acquisitions

On December 17, 2021, the Company acquired Omega Plastics ("Omega"), which specializes in manufacturing custom components and devices for drug delivery, diagnostic and orthopedic medical applications, as well as components for industrial applications, for an aggregate amount of approximately $22.5 million, net of cash acquired. Omega, which is reported in the Company's Packaging segment, is located in Clinton Township, Michigan and historically generated approximately $18 million in annual revenue.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

On December 5, 2021, the Company acquired TFI Aerospace ("TFI"), a manufacturer and supplier of specialty fasteners used in a variety of applications, predominately for the aerospace end market, for an aggregate amount of approximately $11.8 million, with additional contingent consideration ranging from zero to approximately $12.0 million to be paid based on 2023 and 2024 earnings per the purchase agreement. The Company recorded $3.7 million as its best estimate of the additional contingent consideration, with such estimate based on Level 3 inputs under the fair value hierarchy, as defined. TFI, which is reported in the Company's Aerospace segment, is located near Toronto, Canada and historically generated approximately $6 million in annual revenue. As of June 30, 2022, the recorded contingent consideration liability was approximately $3.7 million.

6. Cash and Cash Equivalents

Cash and cash equivalents consists of the following components (dollars in thousands):


	June 30, 2022		December 31, 2021
Cash and cash equivalents - unrestricted	$	49,050	$	129,790
Cash - restricted (a)	40		10,950
Total cash and cash equivalents	$	49,090	$	140,740

__________________________

(a) Includes cash placed on deposit with a financial institution to be held as cash collateral for the Company's outstanding letters of credit.

7. Goodwill and Other Intangible Assets

Goodwill

Changes in the carrying amount of goodwill for the six months ended June 30, 2022 are summarized as follows (dollars in thousands):



	Packaging		Aerospace		Specialty Products		Total
Balance, December 31, 2021	$	238,740	$	70,190	$	6,560	$	315,490
Goodwill from acquisitions	32,370		—		—		32,370



Foreign currency translation and other	(8,520)		(130)		—		(8,650)
Balance, June 30, 2022	$	262,590	$	70,060	$	6,560	$	339,210

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Other Intangible Assets

The Company amortizes its other intangible assets over periods ranging from one to 30 years. The gross carrying amounts and accumulated amortization of the Company's other intangibles are summarized below (dollars in thousands):


	As of June 30, 2022				As of December 31, 2021
Intangible Category by Useful Life	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Finite-lived intangible assets:
Customer relationships, 5 – 12 years	$	131,330	$	(75,550)	$	124,310	$	(71,150)
Customer relationships, 15 – 25 years	130,040		(71,300)		130,190		(68,190)
Total customer relationships	261,370		(146,850)		254,500		(139,340)
Technology and other, 1 – 15 years	56,870		(37,590)		57,060		(36,140)
Technology and other, 17 – 30 years	43,300		(40,130)		43,300		(39,920)
Total technology and other	100,170		(77,720)		100,360		(76,060)
Indefinite-lived intangible assets:
Trademark/Trade names	60,130		—		57,270		—
Total other intangible assets	$	421,670	$	(224,570)	$	412,130	$	(215,400)

Amortization expense related to intangible assets as included in the accompanying consolidated statement of income is summarized as follows (dollars in thousands):


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Technology and other, included in cost of sales	$	810	$	950	$	1,710	$	1,900
Customer relationships, included in selling, general and administrative expenses	3,940		4,440		8,330		8,880
Total amortization expense	$	4,750	$	5,390	$	10,040	$	10,780

8. Inventories

Inventories consist of the following components (dollars in thousands):


	June 30, 2022		December 31, 2021
Finished goods	$	77,010	$	74,600
Work in process	35,890		28,790
Raw materials	51,140		49,060
Total inventories	$	164,040	$	152,450

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

9. Property and Equipment, Net

Property and equipment consists of the following components (dollars in thousands):


	June 30, 2022		December 31, 2021
Land and land improvements	$	19,190	$	19,630
Buildings	91,610		93,170
Machinery and equipment	443,110		422,500
	553,910		535,300
Less: Accumulated depreciation	278,240		269,670
Property and equipment, net	$	275,670	$	265,630

Depreciation expense as included in the accompanying consolidated statement of income is as follows (dollars in thousands):


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Depreciation expense, included in cost of sales	$	8,400	$	7,670	$	16,570	$	15,230
Depreciation expense, included in selling, general and administrative expenses	280		310		580		600
Total depreciation expense	$	8,680	$	7,980	$	17,150	$	15,830

10. Long-term Debt

The Company's long-term debt consists of the following (dollars in thousands):


	June 30, 2022		December 31, 2021
4.125% Senior Notes due April 2029	$	400,000	$	400,000



Debt issuance costs	(5,730)		(6,180)


Long-term debt, net	$	394,270	$	393,820

Senior Notes due 2029

In March 2021, the Company issued $400.0 million aggregate principal amount of 4.125% senior notes due April 15, 2029 ("2029 Senior Notes") at par value in a private placement under Rule 144A of the Securities Act of 1933, as amended ("Securities Act"). The Company used the proceeds from the 2029 Senior Notes offering to pay fees and expenses of approximately $5.1 million related to the offering and pay fees and expenses of $1.1 million related to amending its existing credit agreement. In connection with the issuance, during the second quarter of 2021, the Company completed the redemption of its outstanding 4.875% senior notes due October 15, 2025 ("2025 Senior Notes"), paying $300.0 million to retire the outstanding principal amount plus $7.3 million as a redemption premium. The remaining cash proceeds from the 2029 Senior Notes were used for general corporate purposes, including repaying all outstanding revolving credit facility borrowings. The $5.1 million of fees and expenses related to the 2029 Senior Notes were capitalized as debt issuance costs, while the $7.3 million redemption premium, as well as approximately $3.0 million of unamortized debt issuance costs associated with the 2025 Senior Notes, were included in debt financing and related expenses in the accompanying consolidated statement of income.

The 2029 Senior Notes accrue interest at a rate of 4.125% per annum, payable semi-annually in arrears on April 15 and October 15. The payment of principal and interest is jointly and severally guaranteed, on a senior unsecured basis, by certain subsidiaries of the Company. The 2029 Senior Notes are pari passu in right of payment with all existing and future senior indebtedness and effectively subordinated to all existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Prior to April 15, 2024, the Company may redeem up to 40% of the principal amount of the 2029 Senior Notes at a redemption price of 104.125% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of one or more equity offerings provided that each such redemption occurs within 90 days of the date of closing of each such equity offering. In addition, prior to April 15, 2024, the Company may redeem all or part of the 2029 Senior Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a "make whole" premium. On or after April 15, 2024, the Company may redeem all or part of the 2029 Senior Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on April 15 of the years indicated below:


Year	Percentage
2024	102.063	%
2025	101.031	%
2026 and thereafter	100.000	%

Senior Notes due 2025

In September 2017, the Company issued $300.0 million aggregate principal amount of its 2025 Senior Notes at par value in a private placement under Rule 144A of the Securities Act. During the second quarter of 2021, and in connection with the issuance of the 2029 Senior Notes, the Company redeemed all of the outstanding 2025 Senior Notes, as permitted under the indenture, at a price of 102.438% of the principal amount.

Credit Agreement

In March 2021, the Company amended its existing credit agreement ("Credit Agreement") in connection with the issuance of the 2029 Senior Notes to extend the maturity date. The Company incurred fees and expenses of approximately $1.1 million related to the amendment, all of which was capitalized as debt issuance costs. The Company also recorded approximately $0.2 million of non-cash expense related to the write-off of previously capitalized deferred financing fees. The Credit Agreement consists of a $300.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies, subject to a $125.0 million sub limit, maturing on March 29, 2026.

In November 2021, the Company amended the Credit Agreement to replace LIBOR with a benchmark interest rate determined based on the currency denomination of borrowings. Effective January 1, 2022, the amendment replaced the reference rate terms for U.S. dollar LIBOR borrowings to the Secured Overnight Financing Rate ("SOFR"), British pound sterling LIBOR borrowings to the Sterling Overnight Index Average ("SONIA") and Euro LIBOR borrowings to the Euro Short Term Rate ("ESTR"), all plus a spread of 1.50%. The interest rate spread is based upon the leverage ratio, as defined, as of the most recent determination date.

The Credit Agreement also provides incremental revolving credit facility commitments in an amount not to exceed the greater of $200.0 million and an amount such that, after giving effect to such incremental commitments and the incurrence of any other indebtedness substantially simultaneously with the making of such commitments, the senior secured net leverage ratio, as defined, is no greater than 3.00 to 1.00. The terms and conditions of any incremental revolving credit facility commitments must be no more favorable than the existing credit facility.

The Company's revolving credit facility allows for the issuance of letters of credit, not to exceed $40.0 million in aggregate. The Company places cash on deposit with a financial institution to be held as cash collateral for the Company's outstanding letters of credit; therefore, as of December 31, 2021, the Company had no letters of credit issued against its revolving credit facility. See Note 6, "Cash and Cash Equivalents," for further information on its cash deposit. At June 30, 2022, the Company had no amounts outstanding under its revolving credit facility and had $295.1 million potentially available after giving effect to approximately $4.9 million of letters of credit issued and outstanding. At December 31, 2021, the Company had no amounts outstanding under its revolving credit facility and had $300.0 million potentially available. The Company's borrowing capacity was not reduced by leverage restrictions contained in the Credit Agreement as of June 30, 2022 and December 31, 2021.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

The debt under the Credit Agreement is an obligation of the Company and certain of its domestic subsidiaries and is secured by substantially all of the assets of such parties. Borrowings under the $125.0 million (equivalent) foreign currency sub limit of the $300.0 million senior secured revolving credit facility are secured by a cross-guarantee amongst, and a pledge of the assets of, the foreign subsidiary borrowers that are a party to the agreement. The Credit Agreement also contains various negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, including the ability, subject to certain exceptions and limitations, to incur debt, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, assets dispositions, sale-leaseback transactions, hedging agreements, dividends and other restricted payments, transactions with affiliates, restrictive agreements and amendments to charters, bylaws, and other material documents. The terms of the Credit Agreement also require the Company and its restricted subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a maximum total net leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined), a maximum senior secured net leverage ratio (total consolidated senior secured indebtedness, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over the sum of consolidated cash interest expense, as defined, and preferred dividends, as defined). At June 30, 2022, the Company was in compliance with its financial covenants contained in the Credit Agreement.

Other Revolving Loan Facility

In May 2021, the Company, through one of its non-U.S. subsidiaries, entered into a revolving loan facility with a borrowing capacity of $4 million. The facility is guaranteed by TriMas Corporation. There were no borrowings outstanding on this loan facility as of June 30, 2022 and December 31, 2021.

Fair Value of Debt

The valuations of the Senior Notes and revolving credit facility were determined based on Level 2 inputs under the fair value hierarchy, as defined. The carrying amounts and fair values were as follows (dollars in thousands):


	June 30, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
4.125% Senior Notes due April 2029	$	400,000	$	341,000	$	400,000	$	399,000

11. Derivative Instruments

Derivatives Designated as Hedging Instruments

The Company uses cross-currency swap contracts to hedge its net investment in Euro-denominated assets against future volatility in the exchange rate between the U.S. dollar and the Euro. By doing so, the Company synthetically converts a portion of its U.S. dollar-based long-term debt into Euro-denominated long-term debt. At inception, the Company designates its cross-currency swaps as net investment hedges.

As of June 30, 2022, the Company had cross-currency swap agreements at notional amounts totaling $250.0 million, which declines to $25.0 million over various contract periods ending between October 15, 2023 and October 15, 2027. Under the terms of the agreements, the Company is to receive net interest payments at fixed rates ranging from approximately 0.8% to 2.9% of the notional amounts.

As of June 30, 2022 and December 31, 2021, the fair value carrying amount of the Company's derivatives designated as hedging instruments are recorded as follows (dollars in thousands):

Asset / (Liability) Derivatives

Derivatives designated as hedging instruments

Balance Sheet Caption

June 30,
2022

December 31,
2021

Net Investment Hedges

Cross-currency swaps

Other assets

21,990

7,590

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

The following table summarizes the income recognized in accumulated other comprehensive income (loss) ("AOCI") on derivative contracts designated as hedging instruments as of June 30, 2022 and December 31, 2021, and the amounts reclassified from AOCI into earnings for the three and six months ended June 30, 2022 and 2021 (dollars in thousands):


	Amount of Income Recognized in AOCI on Derivatives (Effective Portion, net of tax)					Amount of Income (Loss) Reclassified from AOCI into Earnings
						Three months ended June 30,				Six months ended June 30,
	As of June 30, 2022		As of December 31, 2021		Location of Income Reclassified from AOCI into Earnings (Effective Portion)	2022		2021		2022		2021
Net Investment Hedges
Cross-currency swaps	$	17,580	$	5,910	Other income (expense), net	$	—	$	—	$	—	$	—

Over the next 12 months, the Company does not expect to reclassify any pre-tax deferred amounts from AOCI into earnings.

Derivatives Not Designated as Hedging Instruments

As of June 30, 2022, the Company was party to foreign currency exchange forward contracts to economically hedge changes in foreign currency rates with notional amounts of approximately $130.4 million. The Company uses foreign exchange contracts to mitigate the risk associated with fluctuations in currency rates impacting cash flows related to certain of its receivables, payables and intercompany transactions denominated in foreign currencies. The foreign exchange contracts primarily mitigate currency exposures between the U.S. dollar and the Euro, Canadian dollar, Chinese yuan, and the Mexican peso, as well as between the Euro and British pound, and have various settlement dates through December 2022. These contracts are not designated as hedge instruments; therefore, gains and losses on these contracts are recognized each period directly into the consolidated statement of income.

The following table summarizes the effects of derivatives not designated as hedging instruments on the Company's consolidated statement of income (dollars in thousands):


		Amount of Income (Loss) Recognized in Earnings on Derivatives
		Three months ended June 30,				Six months ended June 30,
	Location of Income (Loss) Recognized in Earnings on Derivatives	2022		2021		2022		2021
Derivatives not designated as hedging instruments
Foreign exchange contracts	Other income (expense), net	$	2,500	$	(1,160)	$	3,310	$	2,860

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Fair Value of Derivatives

The fair value of the Company's derivatives are estimated using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of the Company's cross-currency swaps and foreign exchange contracts use observable inputs such as interest rate yield curves and forward currency exchange rates. Fair value measurements and the fair value hierarchy level for the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 are shown below (dollars in thousands):