Document
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
(Mark One)
 
 
x

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
For the Quarterly Period Ended June 30, 2016

Or

o

 

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
(State or other jurisdiction of
incorporation or organization)
 
38-2687639
(IRS Employer
Identification No.)
39400 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304
(Address of principal executive offices, including zip code)
(248) 631-5450
(Registrant's telephone number, including area code)
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 x    No o.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x    No o.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
 
 
 
 
(Do not check if a
smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No x
As of July 22, 2016, the number of outstanding shares of the Registrant's common stock, $0.01 par value, was 45,463,706 shares.

Table of Contents

TriMas Corporation
Index
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


1
Table of Contents

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, risks and uncertainties with respect to: the Company's leverage; liabilities imposed by the Company's debt instruments; market demand; competitive factors; supply constraints; material and energy costs; risks and uncertainties associated with intangible assets, including goodwill or other intangible asset impairment charges; technology factors; litigation; government and regulatory actions; the Company's accounting policies; future trends; general economic and currency conditions; various conditions specific to the Company's business and industry; the Company’s ability to identify attractive acquisition candidates, successfully integrate acquired operations or realize the intended benefits of such acquisitions; the Company’s ability to attain targeted savings and free cash flow amounts under its Financial Improvement Plan; future prospects of the Company; 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, 2015. 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.
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.

2
Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements
TriMas Corporation
Consolidated Balance Sheet
(Dollars in thousands)


 
June 30,
2016

December 31,
2015
Assets
 
(unaudited)
 

Current assets:
 

 

Cash and cash equivalents
 
$
23,660


$
19,450

Receivables, net of reserves of approximately $3.9 million and $3.7 million as of June 30, 2016 and December 31, 2015, respectively
 
124,620


121,990

Inventories
 
165,800


167,370

Prepaid expenses and other current assets
 
7,440


17,810

Total current assets
 
321,520

 
326,620

Property and equipment, net
 
178,660


181,130

Goodwill
 
377,430


378,920

Other intangibles, net
 
263,510


273,870

Other assets
 
9,080


9,760

Total assets
 
$
1,150,200

 
$
1,170,300

Liabilities and Shareholders' Equity
 

 

Current liabilities:
 

 

Current maturities, long-term debt
 
$
13,820


$
13,850

Accounts payable
 
77,820


88,420

Accrued liabilities
 
41,690


50,480

Total current liabilities
 
133,330

 
152,750

Long-term debt, net
 
392,460


405,780

Deferred income taxes
 
8,320


11,260

Other long-term liabilities
 
57,890


53,320

Total liabilities
 
592,000

 
623,110

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: 45,463,706 shares at June 30, 2016 and 45,322,527 shares at December 31, 2015
 
450

 
450

Paid-in capital
 
815,120

 
812,160

Accumulated deficit
 
(235,340
)
 
(254,120
)
Accumulated other comprehensive loss
 
(22,030
)
 
(11,300
)
Total shareholders' equity
 
558,200

 
547,190

Total liabilities and shareholders' equity
 
$
1,150,200

 
$
1,170,300



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

3
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,
 
 
2016
 
2015
 
2016
 
2015
Net sales
 
$
203,320

 
$
224,900

 
$
406,200

 
$
449,030

Cost of sales
 
(146,240
)
 
(163,180
)
 
(293,200
)
 
(324,390
)
Gross profit
 
57,080

 
61,720

 
113,000

 
124,640

Selling, general and administrative expenses
 
(38,420
)
 
(42,510
)
 
(77,890
)
 
(82,410
)
Operating profit
 
18,660

 
19,210

 
35,110

 
42,230

Other expense, net:
 
 
 
 
 
 
 
 
Interest expense
 
(3,310
)
 
(3,720
)
 
(6,750
)
 
(7,170
)
Debt financing and extinguishment costs
 
—

 
(1,970
)
 
—

 
(1,970
)
Other income (expense), net
 
130

 
(290
)
 
70

 
(1,610
)
Other expense, net
 
(3,180
)
 
(5,980
)
 
(6,680
)
 
(10,750
)
Income from continuing operations before income tax expense
 
15,480

 
13,230

 
28,430

 
31,480

Income tax expense
 
(5,000
)
 
(4,740
)
 
(9,650
)
 
(11,050
)
Income from continuing operations
 
10,480

 
8,490

 
18,780

 
20,430

Loss from discontinued operations, net of tax
 
—

 
(6,780
)
 
—

 
(4,740
)
Net income
 
$
10,480

 
$
1,710

 
$
18,780

 
$
15,690

Basic earnings per share:
 
 
 
 
 
 
 
 
Continuing operations
 
$
0.23

 
$
0.19

 
$
0.41

 
$
0.45

Discontinued operations
 
—

 
(0.15
)
 
—

 
(0.10
)
Net income per share
 
$
0.23

 
$
0.04

 
$
0.41

 
$
0.35

Weighted average common shares—basic
 
45,429,851

 
45,150,827

 
45,354,421

 
45,074,394

Diluted earnings per share:
 
 
 
 
 
 
 
 
Continuing operations
 
$
0.23

 
$
0.19

 
$
0.41

 
$
0.45

Discontinued operations
 
—

 
(0.15
)
 
—

 
(0.10
)
Net income per share
 
$
0.23

 
$
0.04

 
$
0.41

 
$
0.35

Weighted average common shares—diluted
 
45,726,348

 
45,418,907

 
45,690,582

 
45,409,875



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

4
Table of Contents

TriMas Corporation
Consolidated Statement of Comprehensive Income
(Unaudited—dollars in thousands)

 
 
Three months ended
June 30,
 
Six months ended
June 30,
 
 
2016
 
2015
 
2016
 
2015
Net income
 
$
10,480

 
$
1,710

 
$
18,780

 
$
15,690

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Defined benefit pension and postretirement plans (Note 13)
 
150

 
2,480

 
300

 
2,730

Foreign currency translation
 
(4,080
)
 
880

 
(6,740
)
 
(5,660
)
Derivative instruments (Note 8)
 
(1,330
)
 
(320
)
 
(4,290
)
 
(710
)
Total other comprehensive income (loss)
 
(5,260
)
 
3,040

 
(10,730
)
 
(3,640
)
Total comprehensive income
 
$
5,220

 
$
4,750

 
$
8,050

 
$
12,050



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



5
Table of Contents

TriMas Corporation
Consolidated Statement of Cash Flows
(Unaudited—dollars in thousands)
 
 
Six months ended June 30,
 
 
2016
 
2015
Cash Flows from Operating Activities:
 
 
 
 
Net income
 
$
18,780

 
$
15,690

Loss from discontinued operations
 
—

 
(4,740
)
Income from continuing operations
 
18,780

 
20,430

Adjustments to reconcile net income to net cash provided by operating activities:
 

 

Loss on dispositions of property and equipment
 
1,120

 
300

Depreciation
 
11,980

 
10,830

Amortization of intangible assets
 
10,190

 
10,580

Amortization of debt issue costs
 
670

 
1,020

Deferred income taxes
 
230

 
(250
)
Non-cash compensation expense
 
4,140

 
2,870

Excess tax benefits from stock based compensation
 
(170
)
 
(270
)
Debt financing and extinguishment costs
 
—

 
1,970

Increase in receivables
 
(3,660
)
 
(8,930
)
(Increase) decrease in inventories
 
1,130

 
(9,210
)
Decrease in prepaid expenses and other assets
 
10,650

 
510

Decrease in accounts payable and accrued liabilities
 
(21,710
)
 
(8,550
)
Other, net
 
(410
)
 
(820
)
Net cash provided by operating activities of continuing operations
 
32,940

 
20,480

Net cash used for operating activities of discontinued operations
 
—

 
(14,030
)
Net cash provided by operating activities
 
32,940

 
6,450

Cash Flows from Investing Activities:
 
 
 
 
Capital expenditures
 
(12,960
)
 
(12,890
)
Net proceeds from disposition of property and equipment
 
120

 
690

Net cash used for investing activities of continuing operations
 
(12,840
)
 
(12,200
)
Net cash used for investing activities of discontinued operations
 
—

 
(2,510
)
Net cash used for investing activities
 
(12,840
)
 
(14,710
)
Cash Flows from Financing Activities:
 
 
 
 
Proceeds from borrowings on term loan facilities
 
—

 
275,000

Repayments of borrowings on term loan facilities
 
(6,950
)
 
(441,360
)
Proceeds from borrowings on revolving credit and accounts receivable facilities
 
216,580

 
697,890

Repayments of borrowings on revolving credit and accounts receivable facilities
 
(225,050
)
 
(703,390
)
Payments for deferred purchase price
 
—

 
(5,710
)
Debt financing fees
 
—

 
(1,850
)
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations
 
(650
)
 
(2,620
)
Proceeds from exercise of stock options
 
10

 
430

Excess tax benefits from stock based compensation
 
170

 
270

Cash transferred to the Cequent businesses
 
—

 
(17,050
)
Net cash used for financing activities of continuing operations
 
(15,890
)
 
(198,390
)
Net cash provided by financing activities of discontinued operations
 
—

 
208,400

Net cash provided by (used for) financing activities
 
(15,890
)
 
10,010

Cash and Cash Equivalents:
 

 

Net increase for the period
 
4,210

 
1,750

At beginning of period
 
19,450

 
24,420

At end of period
 
$
23,660

 
$
26,170

Supplemental disclosure of cash flow information:
 

 

Cash paid for interest
 
$
5,860

 
$
9,690

Cash paid for taxes
 
$
3,170

 
$
17,390



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

6
Table of Contents

TriMas Corporation
Consolidated Statement of Shareholders' Equity
Six Months Ended June 30, 2016
(Unaudited—dollars in thousands)

 
 
Common
Stock
 
Paid-in
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Total
Balances, December 31, 2015
 
$
450

 
$
812,160

 
$
(254,120
)
 
$
(11,300
)
 
$
547,190

Net income
 
—

 
—

 
18,780

 
—

 
18,780

Other comprehensive loss
 
—

 
—

 
—

 
(10,730
)
 
(10,730
)
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations
 
—

 
(650
)
 
—

 
—

 
(650
)
Stock option exercises and restricted stock vestings
 
—

 
10

 
—

 
—

 
10

Tax effect from stock based compensation
 
—

 
(540
)
 
—

 
—

 
(540
)
Non-cash compensation expense
 
—

 
4,140

 
—

 
—

 
4,140

Balances, June 30, 2016
 
$
450

 
$
815,120

 
$
(235,340
)
 
$
(22,030
)
 
$
558,200



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


7
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


1. Basis of Presentation
TriMas Corporation ("TriMas" or the "Company"), and its consolidated subsidiaries, is a global manufacturer and distributor of products for commercial, industrial and consumer markets. The Company is principally engaged in the following reportable segments with diverse products and market channels: Packaging, Aerospace, Energy and Engineered Components. See Note 10, "Segment Information," for further information on each of the Company's reportable segments.
On June 30, 2015, the Company completed the spin-off of its Cequent businesses, creating a new independent publicly traded company, Horizon Global Corporation ("Horizon"). In addition, on June 30, 2015, immediately prior to the effective time of the spin-off, Horizon paid a cash distribution to the Company of $214.5 million using the proceeds of its new debt financing arrangement and cash on hand. The Company incurred approximately $30 million of one-time, pre-tax costs associated with the spin-off, of which approximately $29 million was incurred during the six months ended June 30, 2015. These costs primarily related to financing, legal, tax and accounting services rendered by third parties. Of the $30 million in costs, approximately $18 million was included in the loss from discontinued operations, $9 million was capitalized as deferred financing fees associated with Horizon's debt issuance coincident with the spin-off and was included in the balance sheet of the discontinued operations and approximately $3 million relates to fees associated with the Company's refinancing of long-term debt, of which approximately $2 million was included in the income from continuing operations as debt financing and extinguishment costs and approximately $1 million was capitalized as deferred financing fees in the accompanying consolidated balance sheet.
The results of operations and cash flows of the Cequent businesses are reflected as discontinued operations for all periods presented through the date of the spin-off. See Note 3, "Discontinued Operations," for further details regarding the spin-off.
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. 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 2015 Annual Report on Form 10-K.
2. New Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, "Compensation - Stock Compensation (Topic 718)" ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of accounting for share-based payment award transactions, including income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted. The Company is in the process of assessing the impact of adoption of ASU 2016-09 on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). ASU 2016-02 requires that lessees, at the lease commencement date, recognize a lease liability representing the lessee's obligation to make lease payments arising from a lease as well as a right-of-use asset, which represents the lessee's right to use, or control the use of a specified asset, for the lease term. The new guidance also aligns lessor accounting to the lessee accounting model and to Topic 606, "Revenue from Contracts with Customers." ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and is to be applied using a modified retrospective approach with early adoption permitted. The Company is in the process of assessing the impact of the adoption of ASU 2016-02 on its consolidated financial statements.
In July 2015, the FASB issued ASU 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory" ("ASU 2015-11"). ASU 2015-11 requires an entity to measure inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and is to be applied prospectively with early adoption permitted. The Company is in the process of assessing the impact of adoption of ASU 2015-11 on its consolidated financial statements.

8
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"). ASU 2014-09 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Since the issuance of the original standard, the FASB has issued several subsequent updates including the following: 1) the deferral of ASU 2014-09 by one year, making it effective for annual reporting periods beginning on or after December 15, 2017 while also providing for early adoption, but not before the original effective date (ASU 2015-14); 2) clarification of the implementation guidance on principal versus agent considerations (ASU 2016-08); 3) further guidance on identifying performance obligations in a contract as well as clarifications on the licensing implementation guidance (ASU 2016-10); 4) rescission of several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance related to accounting for shipping and handling fees and costs, freight services and consideration given by a vendor to a customer (ASU 2016-11); and 5) additional guidance and practical expedients in response to identified implementation issues (ASU 2016-12). The Company is in the process of assessing the impact of the adoption of these ASUs on its consolidated financial statements.
3. Discontinued Operations
On June 30, 2015, the Company completed the spin-off of its 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, through the distribution of 100% of the Company's interest in Horizon to holders of the Company's common stock. On June 30, 2015, each of the Company's shareholders of record as of the close of business on the record date of June 25, 2015 received two shares of Horizon common stock for every five shares of TriMas common stock held. In addition, on June 30, 2015, immediately prior to the effective time of the spin-off, Horizon entered into a new debt financing arrangement and used the proceeds to make a cash distribution of approximately $214.5 million to the Company.
Following the spin-off, there were no assets or liabilities remaining from the Cequent operations. The Cequent businesses are presented as discontinued operations in the Company's consolidated statement of income and cash flows for all periods presented.
Results of discontinued operations are summarized as follows (dollars in thousands):
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2015
 
2015
Net sales
 
$
158,540

 
$
300,900

Cost of sales
 
(120,800
)
 
(227,860
)
Gross profit
 
37,740

 
73,040

Selling, general and administrative expenses
 
(41,540
)
 
(72,360
)
Operating profit (loss)
 
(3,800
)
 
680

Interest expense
 
(1,320
)
 
(2,540
)
Other expense, net
 
(720
)
 
(1,970
)
Other expense, net
 
(2,040
)
 
(4,510
)
Loss from discontinued operations, before income taxes
 
(5,840
)
 
(3,830
)
Income tax expense
 
(940
)
 
(910
)
Loss from discontinued operations, net of tax
 
$
(6,780
)
 
$
(4,740
)

9
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

4. Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill for the six months ended June 30, 2016 are summarized as follows (dollars in thousands):
 
Packaging
 
Aerospace
 
Energy
 
Engineered Components
 
Total
Balance, December 31, 2015
$
165,730

 
$
206,630

 
$
—

 
$
6,560

 
$
378,920

Foreign currency translation and other
(1,490
)
 
—

 
—

 
—

 
(1,490
)
Balance, June 30, 2016
$
164,240

 
$
206,630

 
$
—

 
$
6,560

 
$
377,430

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 as of June 30, 2016 and December 31, 2015 are summarized below (dollars in thousands).
 
 
As of June 30, 2016
 
As of December 31, 2015
Intangible Category by Useful Life
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
Finite-lived intangible assets:
 

 

 

 

   Customer relationships, 5 – 12 years
 
$
74,680

 
$
(29,800
)
 
$
74,890

 
$
(25,960
)
   Customer relationships, 15 – 25 years
 
132,230

 
(41,510
)
 
132,230

 
(38,060
)
Total customer relationships
 
206,910

 
(71,310
)
 
207,120

 
(64,020
)
   Technology and other, 1 – 15 years
 
57,790

 
(24,500
)
 
57,860

 
(22,770
)
   Technology and other, 17 – 30 years
 
43,300

 
(30,310
)
 
43,300

 
(29,250
)
Total technology and other
 
101,090

 
(54,810
)
 
101,160

 
(52,020
)
Indefinite-lived intangible assets:
 

 

 

 

 Trademark/Trade names
 
81,630

 
—

 
81,630

 
—

Total other intangible assets
 
$
389,630

 
$
(126,120
)
 
$
389,910

 
$
(116,040
)
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,
 
 
2016
 
2015
 
2016
 
2015
Technology and other, included in cost of sales
 
$
1,390

 
$
1,480

 
$
2,770

 
$
3,080

Customer relationships, included in selling, general and administrative expenses
 
3,700

 
3,740

 
7,420

 
7,500

Total amortization expense
 
$
5,090

 
$
5,220

 
$
10,190

 
$
10,580

5. Inventories
Inventories consist of the following components (dollars in thousands):
 
 
June 30,
2016
 
December 31,
2015
Finished goods
 
$
96,380

 
$
101,480

Work in process
 
26,050

 
23,620

Raw materials
 
43,370

 
42,270

Total inventories
 
$
165,800

 
$
167,370


10
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

6. Property and Equipment, Net
Property and equipment consists of the following components (dollars in thousands):
 
 
June 30,
2016
 
December 31,
2015
Land and land improvements
 
$
15,010

 
$
14,820

Buildings
 
68,260

 
67,790

Machinery and equipment
 
279,620

 
274,650

 
 
362,890

 
357,260

Less: Accumulated depreciation
 
184,230

 
176,130

Property and equipment, net
 
$
178,660

 
$
181,130

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,
 
 
2016
 
2015
 
2016
 
2015
Depreciation expense, included in cost of sales
 
$
5,240

 
$
5,020

 
$
10,470

 
$
9,380

Depreciation expense, included in selling, general and administrative expenses
 
800

 
730

 
1,510

 
1,450

Total depreciation expense
 
$
6,040

 
$
5,750

 
$
11,980

 
$
10,830

7. Long-term Debt
The Company's long-term debt consists of the following (dollars in thousands):
 
 
June 30,
2016
 
December 31,
2015
Credit Agreement
 
$
347,870

 
$
371,820

Receivables facility and other
 
63,790

 
53,860

Debt issuance costs
 
(5,380
)
 
(6,050
)
 
 
406,280

 
419,630

Less: Current maturities, long-term debt
 
13,820

 
13,850

Long-term debt, net
 
$
392,460

 
$
405,780

Credit Agreement
The Company is party to a credit agreement (the "Credit Agreement"), consisting of a $500.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies ("Foreign Currency Loans"), subject to a $75.0 million sub limit, which matures on June 30, 2020 and is subject to interest at London Interbank Offered Rates ("LIBOR") plus 1.75%, and a $275.0 million senior secured term loan A facility ("Term Loan A Facility"), which matures on June 30, 2020 and is subject to interest at LIBOR plus 1.75%. 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 term loan and/or revolving credit facility commitments in an amount not to exceed the greater of $300.0 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 2.50 to 1.00. The terms and conditions of any incremental term loan and/or revolving credit facility commitments must be no more favorable than the existing credit facility.

11
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

The Company may be required to prepay a portion of its Term Loan A Facility in an amount equal to a percentage of the Company's excess cash flow, as defined, with such percentage based on the Company's leverage ratio, as defined. As of June 30, 2016, no amounts are due under this provision.
The Company is also able to issue letters of credit, not to exceed $40.0 million in aggregate, against its revolving credit facility commitments. At June 30, 2016 and December 31, 2015, the Company had letters of credit of approximately $18.5 million and $21.6 million, respectively, issued and outstanding.
At June 30, 2016, the Company had approximately $83.2 million outstanding under its revolving credit facility and had approximately $398.3 million potentially available after giving effect to approximately $18.5 million of letters of credit issued and outstanding. At December 31, 2015, the Company had approximately $100.3 million outstanding under its revolving credit facility and had approximately $378.1 million potentially available after giving effect to approximately $21.6 million of letters of credit issued and outstanding. However, including availability under its accounts receivable facility and after consideration of leverage restrictions contained in the Credit Agreement, the Company had approximately $100.0 million and $107.4 million at June 30, 2016 and December 31, 2015, respectively, of borrowing capacity available for general corporate purposes.
Principal payments required under the Credit Agreement for the Term Loan A Facility are approximately $3.4 million due each fiscal quarter from December 2015 through September 2018 and approximately $5.2 million due each fiscal quarter from December 2018 through March 2020, with final payment of approximately $202.8 million due on June 30, 2020.
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 $75.0 million foreign currency sub limit of the $500.0 million senior secured revolving credit facility are secured by 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 restrictions on the incurrence of 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 subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a maximum leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over cash interest expense, as defined). At June 30, 2016, the Company was in compliance with its financial covenants contained in the Credit Agreement.
In June 2015, the Company amended its Credit Agreement, pursuant to which the Company was able to extend maturities and resize its credit facilities following the spin-off of the Cequent businesses. In connection with entering into the amended Credit Agreement, the Company incurred approximately $1.8 million in fees to complete the Credit Agreement, of which approximately $1.4 million was capitalized as deferred financing fees as of June 30, 2015 and $0.4 million was recorded as debt financing fees in the accompanying consolidated statement of income during the three months ended June 30, 2015. The Company also recorded non-cash debt extinguishment costs of $1.5 million related to the write-off of deferred financing fees associated with the previous term loan during the three months ended June 30, 2015.
As of June 30, 2016 and December 31, 2015, the Company's Term Loan A Facility traded at approximately 99.6% of par value and the Company's revolving credit facility traded at approximately 99.3% of par value. The valuations of the Credit Agreement were determined based on Level 2 inputs under the fair value hierarchy, as defined.

12
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

Receivables Facility
The Company is party to an accounts receivable facility through TSPC, Inc. ("TSPC"), a wholly-owned subsidiary, to sell trade accounts receivable of substantially all of the Company's domestic business operations. Under this facility, TSPC, from time to time, may sell an undivided fractional ownership interest in the pool of receivables up to $75.0 million to a third party multi-seller receivables funding company. The net amount financed under the facility is less than the face amount of accounts receivable by an amount that approximates the purchaser's financing costs. The cost of funds under this facility consisted of a 1-month LIBOR-based rate plus a usage fee of 1.00% and a fee on the unused portion of the facility of 0.35% as of June 30, 2016 and 2015.
The Company had approximately $63.6 million and $53.6 million outstanding under the facility as of June 30, 2016 and December 31, 2015, respectively, and approximately $2.1 million and $7.1 million available but not utilized as of June 30, 2016 and December 31, 2015, respectively. Aggregate costs incurred under the facility were approximately $0.2 million and $0.3 million for the three months ended June 30, 2016 and 2015, and $0.4 million and $0.5 million for the six months ended June 30, 2016 and 2015, respectively, and are included in interest expense in the accompanying consolidated statement of income. The facility expires on June 30, 2020.
The cost of funds fees incurred are determined by calculating the estimated present value of the receivables sold compared to their carrying amount. The estimated present value factor is based on historical collection experience and a discount rate based on a 1-month LIBOR-based rate plus the usage fee discussed above and is computed in accordance with the terms of the agreement. As of June 30, 2016, the cost of funds under the facility was based on an average liquidation period of the portfolio of approximately 1.8 months and an average discount rate of 1.9%.
8. Derivative Instruments
The Company utilizes interest rate swap agreements to fix the LIBOR-based variable portion of the interest rate on its long term debt. Terms of the interest rate swap agreements require the Company to receive a variable interest rate and pay a fixed interest rate. As of June 30, 2016, the Company had interest rate swap agreements in place that hedge a declining notional value of debt ranging from approximately $251.5 million to approximately $192.7 million, amortizing consistent with future scheduled debt principal payments. The interest rate swap agreements establish fixed interest rates in a range of 0.74% to 2.68% with various expiration terms extending to June 30, 2020. At inception, the interest rate swaps were and continue to be designated as cash flow hedges.
As of June 30, 2016 and December 31, 2015, the fair value carrying amount of the Company's derivative instruments are recorded as follows (dollars in thousands):
 
 
 
 
Asset / (Liability) Derivatives
 
 
Balance Sheet Caption
 
June 30,
2016
 
December 31,
2015
Derivatives designated as hedging instruments
 
 
 
 
 
 
Interest rate swaps
 
Other assets
 
$
—

 
$
430

Interest rate swaps
 
Accrued liabilities
 
(1,260
)
 
(150
)
Interest rate swaps
 
Other long-term liabilities
 
(8,560
)
 
(3,180
)
Total derivatives designated as hedging instruments
 
 
 
$
(9,820
)
 
$
(2,900
)

13
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

The following table summarizes the loss recognized in accumulated other comprehensive income or loss ("AOCI") as of June 30, 2016 and December 31, 2015, and the amounts reclassified from AOCI into earnings for the three and six months ended June 30, 2016 and 2015 (dollars in thousands):
 
Amount of Loss Recognized
in AOCI on Derivative
(Effective Portion, net of tax)
 
 
 
Amount of Loss Reclassified
from AOCI into Earnings
 
 
 
 
Three months ended
June 30,
 
Six months ended
June 30,
 
As of
June 30,
2016
 
As of December 31, 2015
 
Location of Loss Reclassified from AOCI into Earnings (Effective Portion)
 
2016
 
2015
 
2016
 
2015
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
$
(6,080
)
 
$
(1,790
)
 
Interest expense
 
$
(110
)
 
$
—

 
$
(220
)
 
$
—

 
 
 
 
 
Income from discontinued operations
 
$
—

 
$
(220
)
 
$
—

 
$
(440
)
Over the next 12 months, the Company expects to reclassify approximately $1.3 million of pre-tax deferred losses from AOCI to interest expense as the related interest payments for the designated interest rate swaps are funded.
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 interest rate swaps use observable inputs such as interest rate yield curves. 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, 2016 and December 31, 2015 are shown below (dollars in thousands).  
 
Description
 
Frequency
 
Asset / (Liability)
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
June 30, 2016
Interest rate swaps
 
Recurring
 
$
(9,820
)
 
$
—

 
$
(9,820
)
 
$
—

December 31, 2015
Interest rate swaps
 
Recurring
 
$
(2,900
)
 
$
—

 
$
(2,900
)
 
$
—

9. Commitments and Contingencies
Asbestos
As of June 30, 2016, the Company was a party to 950 pending cases involving an aggregate of 6,031 claimants alleging personal injury from exposure to asbestos containing materials formerly used in gaskets (both encapsulated and otherwise) manufactured or distributed by certain of the Company's subsidiaries for use primarily in the petrochemical refining and exploration industries. The following chart summarizes the number of claimants, number of claims filed, number of claims dismissed, number of claims settled, the average settlement amount per claim and the total defense costs, exclusive of amounts reimbursed under the Company's primary insurance, at the applicable date and for the applicable periods:
 
 
Claims
pending at
beginning of
period
 
Claims filed
during
period
 
Claims
dismissed
during
period
 
Claims
settled
during
period
 
Average
settlement
amount per
claim during
period
 
Total defense
costs during
period
Fiscal Year Ended December 31, 2015
 
7,992

 
266

 
1,990

 
26

 
$
16,963

 
$
3,160,000

Six Months Ended June 30, 2016
 
6,242

 
72

 
271

 
12

 
$
29,875

 
$
1,474,015

In addition, the Company acquired various companies to distribute its products that had distributed gaskets of other manufacturers prior to acquisition. The Company believes that many of its pending cases relate to locations at which none of its gaskets were distributed or used.
The Company may be subjected to significant additional asbestos-related claims in the future, the cost of settling cases in which product identification can be made may increase, and the Company may be subjected to further claims in respect of the former activities of its acquired gasket distributors. The Company is unable to make a meaningful statement concerning the monetary claims made in the asbestos cases given that, among other things, claims may be initially made in some jurisdictions without specifying the amount sought or by simply stating the requisite or maximum permissible monetary relief, and may be amended to alter the amount sought. The large majority of claims do not specify the amount sought. Of the 6,031 claims pending at June 30, 2016, 101 set forth specific amounts of damages (other than those stating the statutory minimum or maximum). At June 30, 2016, of the 101 claims that set forth specific amounts, there were no claims seeking specific amounts for punitive damages. Below is a breakdown of the amount sought for those claims seeking specific amounts:
 
 
Compensatory
Range of damages sought (dollars in millions)
 
$0.0 to $0.6
 
$0.6 to $5.0
 
$5.0+
Number of claims
 
7
 
37
 
57
In addition, relatively few of the claims have reached the discovery stage and even fewer claims have gone past the discovery stage.
Total settlement costs (exclusive of defense costs) for all asbestos-related cases, some of which were filed over 20 years ago, have been approximately $8.1 million. All relief sought in the asbestos cases is monetary in nature. To date, approximately 40% of the Company's costs related to settlement and defense of asbestos litigation have been covered by its primary insurance. Effective February 14, 2006, the Company entered into a coverage-in-place agreement with its first level excess carriers regarding the coverage to be provided to the Company for asbestos-related claims when the primary insurance is exhausted. The coverage-in-place agreement makes asbestos defense costs and indemnity coverage available to the Company that might otherwise be disputed by the carriers and provides a methodology for the administration of such expenses. Nonetheless, the Company believes it is likely there will be a period within the next 6 to 18 months, prior to the commencement of coverage under this agreement and following exhaustion of the Company's primary insurance coverage, during which the Company will be solely responsible for defense costs and indemnity payments, the duration of which would be subject to the scope of damage awards and settlements paid.

14
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

Based on the settlements made to date and the number of claims dismissed or withdrawn for lack of product identification, the Company believes that the relief sought (when specified) does not bear a reasonable relationship to its potential liability. Based upon the Company's experience to date, including the trend in annual defense and settlement costs incurred to date, and other available information (including the availability of excess insurance), the Company does not believe these cases will have a material adverse effect on its financial position and results of operations or cash flows.
Claims and Litigation
The Company is subject to other claims and litigation in the ordinary course of business which the Company does not believe are material. During the three months ended June 30, 2015, the Company resolved a matter related to a claim made against the Company by a competitor alleging false advertising for approximately $2.8 million, inclusive of attorney fees and expenses.
The Company does not believe claims and litigation will have a material adverse effect on its financial position and results of operations or cash flows.
10. Segment Information
TriMas groups its operating segments into reportable segments that provide similar products and services. Each operating segment has discrete financial information evaluated regularly by the Company's chief operating decision maker in determining resource allocation and assessing performance. Within these reportable segments, there are no individual products or product families for which reported net sales accounted for more than 10% of the Company's consolidated net sales. See below for more information regarding the types of products and services provided within each reportable segment:
Packaging – Highly engineered closure and dispensing systems for a range of end markets, using steel and plastic industrial and consumer packaging applications.
Aerospace – Permanent blind bolts, temporary fasteners, highly engineered specialty fasteners and other precision machined parts used in the commercial, business and military aerospace industries.
Energy – Metallic and non-metallic industrial sealant products and fasteners for the petroleum refining, petrochemical and other industrial markets.
Engineered Components – High-pressure and low-pressure cylinders for the transportation, storage and dispensing of compressed gases, and natural gas engines, compressors, gas production equipment and chemical pumps engineered for use at well sites for the oil and gas industry.

15
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

Segment activity is as follows (dollars in thousands):
 
 
Three months ended
June 30,
 
Six months ended
June 30,
 
 
2016
 
2015
 
2016
 
2015
Net Sales
 
 
 
 
 
 
 
 
Packaging
 
$
88,110

 
$
89,580

 
$
168,220

 
$
168,540

Aerospace
 
44,090

 
43,220

 
84,590

 
88,960

Energy
 
39,950

 
50,150

 
84,700

 
101,310

Engineered Components
 
31,170

 
41,950

 
68,690

 
90,220

Total
 
$
203,320

 
$
224,900

 
$
406,200

 
$
449,030

Operating Profit (Loss)
 
 
 
 
 
 
 
 
Packaging
 
$
21,410

 
$
20,710

 
$
39,250

 
$
38,220

Aerospace
 
3,550

 
7,220

 
7,010

 
15,300

Energy
 
(3,090
)
 
(7,170
)
 
(6,700
)
 
(6,830
)
Engineered Components
 
3,860

 
6,220

 
9,440

 
12,190

Corporate expenses
 
(7,070
)
 
(7,770
)
 
(13,890
)
 
(16,650
)
Total
 
$
18,660

 
$
19,210

 
$
35,110

 
$
42,230


16
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

11. Equity Awards
The Company maintains the following long-term equity incentive plans: the TriMas Corporation Director Retainer Share Election Program, the 2011 TriMas Corporation Omnibus Incentive Compensation Plan, the TriMas Corporation 2006 Long Term Equity Incentive Plan and the TriMas Corporation 2002 Long Term Equity Incentive Plan (collectively, the "Plans"). The 2002 Long Term Equity Incentive Plan expired in 2012, such that, while existing grants will remain outstanding until exercised, vested or cancelled, no new shares may be issued under the plan. See below for details of awards under the Plans by type.
Stock Options
The Company did not grant any stock option awards during the six months ended June 30, 2016. Information related to stock options at June 30, 2016 is as follows:
 
 
Number of
Stock Options
 
Weighted Average Option Price
 
Average  Remaining Contractual Life (Years)
 
Aggregate Intrinsic Value
Outstanding at January 1, 2016
 
206,123

 
$
4.84

 

 

  Exercised
 
(27,252
)
 
0.86

 

 

  Cancelled
 
—

 
—

 

 

  Expired
 
—

 
—

 
 
 
 
Outstanding at June 30, 2016
 
178,871

 
$
5.44

 
2.0
 
$
2,306,887

As of June 30, 2016, 178,871 stock options were exercisable under the Plans. The Company did not incur any stock-based compensation expense related to stock options during the six months ended June 30, 2016 and 2015.
Restricted Shares
The Company awarded the following restricted shares during the six months ended June 30, 2016:
•
granted 2,400 restricted shares of common stock to certain employees that are subject only to a service condition and vest on the first anniversary date of the award so long as the employee remains with the Company;
•
granted 235,251 restricted shares of common stock to certain employees which are subject only to a service condition and vest ratably over three years so long as the employee remains with the Company;
•
granted 42,740 restricted shares of common stock to certain employees which are subject only to a service condition and vest on the first anniversary date of the award. The awards were made to participants in the Company's short-term incentive compensation plan ("STI"), where all STI participants whose target annual award exceeds $20 thousand receive 80% of the value in earned cash and 20% in the form of a restricted stock award upon finalization of the award amount in the first quarter each year following the previous plan year; and
•
granted 41,174 restricted shares of common stock to its non-employee independent directors, which vest one year from date of grant so long as the director and/or Company does not terminate their service prior to the vesting date.
In addition, during the six months ended June 30, 2016, the Company issued 8,650 shares related to director fee deferrals. The Company allows for its non-employee independent directors to make an annual election to defer all or a portion of their directors fees and to receive the deferred amount in cash or equity. Certain of the Company's directors have elected to defer all or a portion of their directors fees and to receive the amount in Company common stock at a future date.

17
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

During the six months ended June 30, 2016, the Company awarded 198,956 performance-based shares of common stock to certain Company key employees which vest three years from the grant date so long as the employee remains with the Company. The performance criteria for these awards is based on the Company's total shareholder return ("TSR") relative to the TSR of the common stock of a pre-defined industry peer-group, measured over a period beginning January 1, 2016 and ending December 31, 2018. TSR is calculated as the Company's average closing stock price for the 20-trading days at the end of the performance period plus Company dividends, divided by the Company's average closing stock price for the 20-trading days prior to the start of the performance period. Depending on the performance achieved, the amount of shares earned can vary from 0% of the target award to a maximum of 200% of the target award. The Company estimated the grant-date fair value and term of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions: risk-free interest rate of 0.96% and annualized volatility of 35.8%.
During 2013, the Company awarded performance-based shares of common stock to certain Company key employees which were earned based upon the achievement of earnings per share compound annual growth rate and cash generation performance metrics over a period of three calendar years, beginning January 1, 2013 and ending on December 31, 2015. The Company attained 50% of the target on a weighted average basis, resulting in a reduction of 35,850 shares during the six months ended June 30, 2016.
Information related to restricted shares at June 30, 2016 is as follows:
 
 
Number of Unvested Restricted Shares
 
Weighted Average Grant Date Fair Value
 
Average Remaining Contractual Life (Years)
 
Aggregate Intrinsic Value
Outstanding at January 1, 2016
 
765,314

 
$
23.73

 

 

  Granted
 
529,171

 
18.46

 

 

  Vested
 
(228,842
)
 
25.17

 

 

  Cancelled
 
(88,611
)
 
23.17

 

 

Outstanding at June 30, 2016
 
977,032

 
$
20.59

 
1.5
 
$
17,586,576

As of June 30, 2016, there was approximately $12.5 million of unrecognized compensation cost related to unvested restricted shares that is expected to be recorded over a weighted-average period of 2.1 years.
The Company recognized approximately $2.2 million and $0.9 million of stock-based compensation expense related to restricted shares during the three months ended June 30, 2016 and 2015, respectively, and approximately $4.1 million and $2.9 million for the six months ended June 30, 2016 and 2015, respectively. The stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statement of income.
12. Earnings per Share
Net income is divided by the weighted average number of common shares outstanding during the period to calculate basic earnings per share. Diluted earnings per share is calculated to give effect to stock options and restricted share awards. The following table summarizes the dilutive effect of restricted shares and options to purchase common stock for the three and six months ended June 30, 2016 and 2015.
 
 
Three months ended
June 30,
 
Six months ended
June 30,
 
 
2016
 
2015
 
2016
 
2015
Weighted average common shares—basic
 
45,429,851

 
45,150,827

 
45,354,421

 
45,074,394

Dilutive effect of restricted share awards
 
215,881

 
160,936

 
251,035

 
220,102

Dilutive effect of stock options
 
80,616

 
107,144

 
85,126

 
115,379

Weighted average common shares—diluted
 
45,726,348

 
45,418,907

 
45,690,582

 
45,409,875


18
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

13. Defined Benefit Plans
Net periodic pension and postretirement benefit costs for the Company's defined benefit pension plans and postretirement benefit plans cover certain foreign employees, union hourly employees and salaried employees. The components of net periodic pension and postretirement benefit costs for the three and six months ended June 30, 2016 and 2015 are as follows (dollars in thousands):
 
 
Pension Plans
 
Other Postretirement Benefits
 
 
Three months ended
June 30,
 
Six months ended
June 30,
 
Three months ended
June 30,
 
Six months ended
June 30,
 
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Service costs
 
$
240

 
$
230

 
$
490

 
$
470

 
$
—

 
$
—

 
$
—

 
$
—

Interest costs
 
390

 
410

 
790

 
830

 
10

 
—

 
10

 
10

Expected return on plan assets
 
(420
)
 
(490
)
 
(840
)
 
(1,010
)
 
—

 
—

 
—

 
—

Amortization of prior service cost
 
10

 
10

 
10

 
10

 
—

 
—

 
—

 
—

Settlement/curtailment loss
 
—

 
2,750

 
—

 
2,750

 
—

 
—

 
—

 
—

Amortization of net (gain)/loss
 
240

 
360

 
470

 
740

 
(20
)
 
(10
)
 
(30
)
 
(20
)
Net periodic benefit cost
 
$
460

 
$
3,270

 
$
920

 
$
3,790

 
$
(10
)
 
$
(10
)
 
$
(20
)
 
$
(10
)
During the three months ended June 30, 2015, the Company recognized a one-time settlement charge associated with annuitizing the defined benefit obligations for certain current and former Cequent employees. The settlement charge of approximately $2.8 million is included in loss from discontinued operations in the accompanying consolidated statement of income.
The Company contributed approximately $0.6 million and $1.1 million to its defined benefit pension plans during the three and six months ended June 30, 2016, respectively. The Company expects to contribute approximately $2.0 million to its defined benefit pension plans for the full year 2016.

19
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

14. Other Comprehensive Income (Loss)
Changes in AOCI by component for the six months ended June 30, 2016 are summarized as follows, net of tax (dollars in thousands):
 
 
Defined Benefit Plans
 
 Derivative Instruments
 
Foreign Currency Translation
 
Total
Balance, December 31, 2015
 
$
(12,370
)
 
$
(1,790
)
 
$
2,860

 
$
(11,300
)
Net unrealized losses arising during the period (a)
 
—

 
(4,420
)
 
(6,740
)
 
(11,160
)
Less: Net realized losses reclassified to net income (b)
 
(300
)
 
(130
)
 
—

 
(430
)
Net current-period other comprehensive income (loss)
 
300

 
(4,290
)
 
(6,740
)
 
(10,730
)
Balance, June 30, 2016
 
$
(12,070
)
 
$
(6,080
)
 
$
(3,880
)
 
$
(22,030
)
__________________________
(a) Derivative instruments, net of income tax of approximately $2.7 million. See Note 8, "Derivative Instruments," for further details.
(b) Defined benefit plans, net of income tax of approximately $0.1 million. See Note 13, "Defined Benefit Plans," for further details. Derivative instruments, net of income tax of approximately $0.1 million. See Note 8, "Derivative Instruments," for further details.
Changes in AOCI by component for the six months ended June 30, 2015 are summarized as follows, net of tax (dollars in thousands):
 
 
Defined Benefit Plans
 
 Derivative Instruments
 
Foreign Currency Translation
 
Total
Balance, December 31, 2014
 
$
(14,180
)
 
$
610

 
$
23,790

 
$
10,220

Net unrealized losses arising during the period (a)
 
—

 
(1,400
)
 
(5,660
)
 
(7,060
)
Less: Net realized losses reclassified to net income (b)
 
(2,730
)
 
(690
)
 
—

 
(3,420
)
Net current-period other comprehensive income (loss)
 
2,730

 
(710
)
 
(5,660
)
 
(3,640
)
Less: Distribution of the Cequent businesses
 
—

 
250

 
(8,560
)
 
(8,310
)
Balance, June 30, 2015
 
$
(11,450
)
 
$
150

 
$
9,570

 
$
(1,730
)
__________________________
(a) Derivative instruments, net of income tax of approximately $0.6 million. See Note 8, "Derivative Instruments," for further details.
(b) Defined benefit plans, net of income tax of approximately $1.6 million. See Note 13, "Defined Benefit Plans," for further details. Derivative instruments, net of income tax of approximately $0.2 million. See Note 8, "Derivative Instruments," for further details.


20
Table of Contents

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition contains forward-looking statements regarding industry outlook and our expectations regarding the performance of our business. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under the heading "Forward-Looking Statements," at the beginning of this report. Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the Company's reports on file with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2015.
Introduction
We are a global manufacturer and distributor of products for commercial, industrial and consumer markets. We are principally engaged in four reportable segments: Packaging, Aerospace, Energy and Engineered Components.
On June 30, 2015, we completed the spin-off of our Cequent businesses, creating a new independent publicly-traded company, Horizon Global Corporation ("Horizon"). On June 30, 2015, our stockholders received two shares of Horizon common stock for every five shares of TriMas common stock that they held as of the close of business on June 25, 2015. The financial position, results of operations and cash flows of Horizon are included as discontinued operations for all periods presented through the date of the spin-off.
Key Factors and Risks Affecting Our Reported Results.  Our businesses and results of operations depend upon general economic conditions and we serve some customers in cyclical industries that are highly competitive and are themselves significantly impacted by changes in economic conditions. There has been low overall economic growth, particularly in the United States, and global economic conditions appear to have been relatively stable over the past couple of years. The most significant external factor impacting us recently is the impact of lower oil prices, which began to decline in the fourth quarter of 2014, declined throughout 2015 and remain at low levels during the first half of 2016. This decline directly impacts our Arrow Engine business within our Engineered Components reportable segment (which serves the upstream oil and natural gas market at the well site) and our Energy reportable segment, which primarily serves petrochemical and other refineries in the downstream oil and gas markets, as well as having a smaller portion of the business dedicated to upstream activity.
Our Arrow Engine business' revenue declined more than 50% during 2015 as compared to 2014, and again in the first half of 2016 compared with first half 2015, and is expected to remain at a low level until the price of oil increases over a sustained period where its customers decide to increase their activity levels and related well-site investments. The Arrow Engine business reacted aggressively in cutting costs and structuring its business in response to the lower demand levels, and was able to remain at an approximately break-even profit level in 2015, and near break-even the first half of 2016 despite these significant reductions in revenue.
In our Energy business, the impact of the lower oil prices was muted in 2015 due to market share gains and adding product content to our product portfolio. We were able to essentially hold sales levels flat with 2014 levels until the fourth quarter, when capital spending was significantly reduced at many of our customers, and sales levels dropped more than 20% on a sequential basis. The sales level has remained at a lower level during the first half of 2016, as customers tightly manage spending initiatives.
In addition to the impact of lower oil prices, there has been a shift over the past two to three years in our Energy reportable segment from historical demand and activity, both in the United States and internationally. Petrochemical plants and refinery customers deferred shutdown activity, and we experienced decreases in engineering and construction ("E&C") customer activity. As noted above, we were able to hold sales levels essentially flat on a sequential quarterly basis in 2014 and until fourth quarter of 2015 with market share gains and additional product content; however, our margins declined significantly due to the mix of product sales and inefficiencies that resulted from the shift in activity levels. The current lower oil prices have continued to place further pressure on the top-line and predictability of customer order patterns. Given these factors, we have been restructuring the business and its fixed cost structure to better align with the current business environment. We closed as well as consolidated certain facilities during 2014 and 2015, and opened a new lower-cost facility in Mexico, which began production in the fourth quarter of 2015. We are nearing completion of the restructuring efforts, and have begun, and expect to continue, to realize the cost savings and operational efficiencies associated with leveraging the new lower fixed cost structure and other initiatives as we move through 2016.
In addition to the impact of lower oil prices, the other significant external factor impacting our recent results is supply chain disruption within our Aerospace reportable segment. Beginning in the second quarter of 2015, our largest two Aerospace distribution customers began reducing their investment in on-hand inventory levels of fastener products, which we believe was partially in response to the decision of airframe original equipment ("OE") customers to source more product directly from the manufacturer. This trend has continued through the second quarter of 2016. While this has impacted our net sales, it has also had a significant impact on margin levels, as certain of these products historically command higher profit margins. In addition to the reduction in distribution customer sales, we also have experienced production and scheduling challenges in one of our Aerospace fastener facilities that has contributed to significantly lower margins in the first half of 2016 versus prior quarters and years. We have plans in place to address these matters and are executing against them, as evidenced by our improved margins in the second quarter of 2016 as compared with first quarter 2016. We will continue to monitor our operating results related to these matters and to determine if a trend develops that is other than temporary, in which case we may need to assess the potential for impairment of this reporting unit's long-lived assets, including goodwill and indefinite-lived intangible assets.
During the third quarter of 2015, given the uncertain economic environment and the impact on net sales and profitability of lower oil prices, a stronger U.S. dollar and slowing industrial production, we announced a Financial Improvement Plan ("FIP") to improve our profitability, cash flow conversion and operational efficiency. As part of the FIP, we targeted cost actions to yield $15 million of annual savings, accelerating an additional $5 million of savings initiatives in the Energy business, with the remaining $10 million of savings expected to be spread relatively evenly across the remainder of the Company. In February 2016, we added $7 million of cost savings actions, increasing the expected annual run-rate cost savings to $22 million. By implementing the FIP, we believe we have lowered the cost structure of our engine-related business, allowing it to achieve break-even operating profit despite the more than 50% decline in sales as a result of the impact of lower oil prices. The FIP consisted of headcount reductions, manufacturing and administrative cost reduction and facility closures or consolidations. We believe the FIP was necessary to help to mitigate the external factors pressuring our revenue, and position the Company for improved profitability and operating leverage across a lower fixed cost structure in the future. The FIP is substantially complete, and the resulting savings is significantly helping to mitigate the impact of the reduction in year-over-year sales levels. We continue to evaluate further actions as merited based on business performance, considering additional cost reductions or facility closures should sales and profitability levels continue below historical levels.
Critical factors affecting our ability to succeed include: our ability to create organic growth through product development, cross selling and extending product-line offerings, and our ability to quickly and cost-effectively introduce new products; our ability to acquire and integrate companies or products that supplement existing product lines, add new distribution channels, expand our geographic coverage or enable better absorption of overhead costs; our ability to manage our cost structure more efficiently via supply base management, internal sourcing and/or purchasing of materials, selective outsourcing and/or purchasing of support functions, working capital management, and greater leverage of our administrative functions. If we are unable to do any of the foregoing successfully, our financial condition and results of operations could be materially and adversely impacted.
Our businesses do not experience significant seasonal fluctuation, other than our fourth quarter has tended to be the lowest net sales quarter of the year given holiday shutdowns in certain customers or other customers deferring capital spending to the new year. We do not consider sales order backlog to be a material factor in our business. A growing portion of our sales is derived from international sources, which exposes us to certain risks, including currency risks.
We are sensitive to price movements in our raw materials supply base. Our largest material purchases are for steel, aluminum, polyethylene and other resins and utility-related inputs. Historically, we have experienced volatility in costs of steel and resin and have worked with our suppliers to manage costs and disruptions in supply. We also utilize pricing programs to pass increased steel, aluminum and resin costs to customers. Although we may experience delays in our ability to implement price increases, we have been generally able to recover such increased costs. We may experience disruptions in supply in the future and may not be able to pass along higher costs associated with such disruptions to our customers in the form of price increases.
Certain of our businesses are sensitive to oil price movements. As noted earlier, our Arrow Engine business is most directly impacted by significant volatility in oil prices. Arrow's pumpjack and other engine sales and related parts, which comprise a significant portion of the business, are impacted by oil drilling levels, rig counts and commodity pricing. In addition, a portion of our Energy reportable segment serves upstream customers at oil well sites that have been impacted by changes in oil prices. The majority of this segment provides parts for refineries and chemical plants, which may or may not decide to incur capital expenditures or changeover production stock, both of which require retooling with our gaskets and bolts, in times of fluctuating oil prices. Our Packaging reportable segment may be impacted by oil prices, as it is a significant driver of resin pricing, although we generally are able to maintain profit levels when oil prices change due to escalator/de-escalator clauses in contracts with many of our customers.

21
Table of Contents

Segment Information and Supplemental Analysis
The following table summarizes financial information for our reportable segments for the three months ended June 30, 2016 and 2015 (dollars in thousands):
 
Three months ended June 30,
 
2016
 
As a Percentage
of Net Sales
 
2015
 
As a Percentage
of Net Sales
Net Sales
 
 
 
 
 
 
 
Packaging
$
88,110

 
43.3
 %
 
$
89,580

 
39.8
 %
Aerospace
44,090

 
21.7
 %
 
43,220

 
19.2
 %
Energy
39,950

 
19.7
 %
 
50,150

 
22.3
 %
Engineered Components
31,170

 
15.3
 %
 
41,950

 
18.7
 %
Total
$
203,320

 
100.0
 %
 
$
224,900

 
100.0
 %
Gross Profit
 
 
 
 
 
 
 
Packaging
$
31,250

 
35.5
 %
 
$
31,980

 
35.7
 %
Aerospace
10,020

 
22.7
 %
 
14,850

 
34.4
 %
Energy
9,400

 
23.5
 %
 
5,820

 
11.6
 %
Engineered Components
6,410

 
20.6
 %
 
9,070

 
21.6
 %
Total
$
57,080

 
28.1
 %
 
$
61,720

 
27.4
 %
Selling, General and Administrative Expenses
 
 
 
 
 
 
 
Packaging
$
9,840

 
11.2
 %
 
$
11,270

 
12.6
 %
Aerospace
6,470

 
14.7
 %
 
7,630

 
17.7
 %
Energy
12,490

 
31.3
 %
 
12,990

 
25.9
 %
Engineered Components
2,550

 
8.2
 %
 
2,850

 
6.8
 %
Corporate expenses
7,070

 
N/A

 
7,770

 
N/A

Total
$
38,420

 
18.9
 %
 
$
42,510

 
18.9
 %
Operating Profit (Loss)
 
 
 
 
 
 
 
Packaging
$
21,410

 
24.3
 %
 
$
20,710

 
23.1
 %
Aerospace
3,550

 
8.1
 %
 
7,220

 
16.7
 %
Energy
(3,090
)
 
(7.7
)%
 
(7,170
)
 
(14.3
)%
Engineered Components
3,860

 
12.4
 %
 
6,220

 
14.8
 %
Corporate expenses
(7,070
)
 
N/A

 
(7,770
)
 
N/A

Total
$
18,660

 
9.2
 %
 
$
19,210

 
8.5
 %
Depreciation and Amortization
 
 
 
 
 
 
 
Packaging
$
5,310

 
6.0
 %
 
$
5,180

 
5.8
 %
Aerospace
3,510

 
8.0
 %
 
3,510

 
8.1
 %
Energy
1,170

 
2.9
 %
 
1,110

 
2.2
 %
Engineered Components
1,060

 
3.4
 %
 
1,100

 
2.6
 %
Corporate expenses
80

 
N/A

 
70

 
N/A

Total
$
11,130

 
5.5
 %
 
$
10,970

 
4.9
 %

22
Table of Contents

The following table summarizes financial information for our reportable segments for the six months ended June 30, 2016 and 2015 (dollars in thousands):
 
Six months ended June 30,
 
2016
 
As a Percentage
of Net Sales
 
2015
 
As a Percentage
of Net Sales
Net Sales
 
 
 
 
 
 
 
Packaging
$
168,220

 
41.4
 %
 
$
168,540

 
37.5
 %
Aerospace
84,590

 
20.8
 %
 
88,960

 
19.8
 %
Energy
84,700

 
20.9
 %
 
101,310

 
22.6
 %
Engineered Components
68,690

 
16.9
 %
 
90,220

 
20.1
 %
Total
$
406,200

 
100.0
 %
 
$
449,030

 
100.0
 %
Gross Profit
 
 
 
 
 
 
 
Packaging
$
60,120

 
35.7
 %
 
$
59,660

 
35.4
 %
Aerospace
19,650

 
23.2
 %
 
30,850

 
34.7
 %
Energy
18,800

 
22.2
 %
 
15,520

 
15.3
 %
Engineered Components
14,430

 
21.0
 %
 
18,610

 
20.6
 %
Total
$
113,000

 
27.8
 %
 
$
124,640

 
27.8
 %
Selling, General and Administrative Expenses
 
 
 
 
 
 
 
Packaging
$
20,870

 
12.4
 %
 
$
21,440

 
12.7
 %
Aerospace
12,640

 
14.9
 %
 
15,550

 
17.5
 %
Energy
25,500

 
30.1
 %
 
22,350

 
22.1
 %
Engineered Components
4,990

 
7.3
 %
 
6,420

 
7.1
 %
Corporate expenses
13,890

 
N/A

 
16,650

 
N/A

Total
$
77,890

 
19.2
 %
 
$
82,410

 
18.4
 %
Operating Profit (Loss)
 
 
 
 
 
 
 
Packaging
$
39,250

 
23.3
 %
 
$
38,220

 
22.7
 %
Aerospace
7,010

 
8.3
 %
 
15,300

 
17.2
 %
Energy
(6,700
)
 
(7.9
)%
 
(6,830
)
 
(6.7
)%
Engineered Components
9,440

 
13.7
 %
 
12,190

 
13.5
 %
Corporate expenses
(13,890
)
 
N/A

 
(16,650
)
 
N/A

Total
$
35,110

 
8.6
 %
 
$
42,230

 
9.4
 %
Depreciation and Amortization
 
 
 
 
 
 
 
Packaging
$
10,610

 
6.3
 %
 
$
10,390

 
6.2
 %
Aerospace
6,960

 
8.2
 %
 
6,520

 
7.3
 %
Energy
2,350

 
2.8
 %
 
2,140

 
2.1
 %
Engineered Components
2,080

 
3.0
 %
 
2,190

 
2.4
 %
Corporate expenses
170

 
N/A

 
170

 
N/A

Total
$
22,170

 
5.5
 %
 
$
21,410

 
4.8
 %


23
Table of Contents

Results of Operations
The principal factors impacting us during the three months ended June 30, 2016, compared with the three months ended June 30, 2015, were:
•
the impact of lower oil prices, primarily impacting net sales in our Engineered Components and Energy reportable segments;
•
costs incurred and savings from our FIP and other cost savings actions, spread across all of our reportable segments, with the largest amounts within our Energy reportable segment;
•
the impact of production and scheduling costs and inefficiencies, as well as the impact of lower distribution customer sales, all within our Aerospace reportable segment;
•
the impact of our November 2015 acquisition of the Tolleson, Arizona machined components facility from Parker-Hannifin within our Aerospace reportable segment; and
•
the impact of a stronger U.S. dollar, primarily in our Packaging and Energy reportable segments.

Three Months Ended June 30, 2016 Compared with Three Months Ended June 30, 2015
Overall, net sales decreased approximately $21.6 million, or 9.6%, to $203.3 million for the three months ended June 30, 2016, as compared with $224.9 million in the three months ended June 30, 2015. This year-over-year decrease was primarily driven by our Energy and Engineered Components reportable segments, for which combined sales decreased by approximately $20.8 million (excluding the effects of foreign currency exchange), primarily as a result of lower oil prices and weakness in the energy-facing and industrial end markets. Our sales also decreased by approximately $1.3 million due to net unfavorable currency exchange, primarily in our Packaging reportable segment, as our reported results in U.S. dollars were negatively impacted as a result of the stronger U.S. dollar relative to foreign currencies. Excluding the effects of foreign currency exchange, sales within our Packaging reportable segment decreased by approximately $0.4 million. Sales within our Aerospace reportable segment increased approximately $0.9 million, as the approximate $3.1 million increase resulting from the Tolleson, Arizona facility acquisition in November 2015 was partially offset by lower sales to our distribution customers.
Gross profit margin (gross profit as a percentage of sales) approximated 28.1% and 27.4% for the three months ended June 30, 2016 and 2015, respectively. The primary driver of the improvement in gross profit margin was cost savings as a result of execution of our FIP and other cost savings actions, which drove more than $5.0 million of year-over-year gross profit. In addition, we incurred approximately $2.9 million lower material costs and direct labor in second quarter 2016 compared to the prior year as a result of our low cost sourcing initiatives and fixed cost reductions as part of the broader restructuring plan, as well as the year-over-year impact of the 2015 U.S. West Coast port delays, which caused us to temporarily produce certain products in higher cost facilities to meet demand levels. The impact of these cost savings actions more than offset the impact of lower profit levels associated with the decline in year-over-year sales levels and lower margins in our Aerospace reportable segment primarily as a result of manufacturing inefficiencies and lower fixed cost absorption due to additional costs incurred to improve throughput and support customer demand levels. In addition, gross profit was negatively impacted by approximately $0.5 million of unfavorable currency exchange, as our reported results in U.S. dollars were negatively impacted as a result of the stronger U.S. dollar relative to foreign currencies.
Operating profit margin (operating profit as a percentage of sales) approximated 9.2% and 8.5% for the three months ended June 30, 2016 and 2015, respectively. Operating profit decreased approximately $0.5 million, or 2.9%, to $18.7 million for the three months ended June 30, 2016, from $19.2 million for the three months ended June 30, 2015. Operating profit decreased primarily due to the decrease in sales and the Aerospace margin challenges related to additional costs incurred and inefficiencies to improve manufacturing throughput. These declines were mostly offset by savings as a result of our FIP, other cost savings initiatives and continued productivity initiatives.
Interest expense decreased approximately $0.4 million, to $3.3 million for the three months ended June 30, 2016, as compared to $3.7 million for the three months ended June 30, 2015. Our weighted-average variable rate borrowings decreased to approximately $463.6 million in the three months ended June 30, 2016, from approximately $766.9 million in the three months ended June 30, 2015, primarily due to the distribution received from the Cequent spin-off in June 2015. The effective weighted-average interest rate on our outstanding variable rate borrowings, including our credit agreement ("Credit Agreement") and accounts receivable facilities, increased to approximately 2.0% for three months ended June 30, 2016, from approximately 1.9% for the three months ended June 30, 2015. In addition, a portion of our 2015 interest expense was allocated to the Cequent businesses as part of the spin-off and was reclassified as discontinued operations.

24
Table of Contents

We incurred debt financing and extinguishment costs of approximately $2.0 million during the three months ended June 30, 2015 related to the amendment of our Credit Agreement in conjunction with the spin-off of the Cequent businesses . For more information on the amendment of our Credit Agreement see Note 7, "Long-term Debt," to our consolidated financial statements included in Part I, Item 1 of this quarterly report on Form 10-Q.
Other income (expense), net changed approximately $0.4 million, to $0.1 million of other income for the three months ended June 30, 2016, from $0.3 million of other expense for the three months ended June 30, 2015, primarily due to an increase in gains on transactions denominated in foreign currencies, partially offset by costs attributed to a reduction of certain indemnification assets related to uncertain tax liabilities.
The effective income tax rates for the three months ended June 30, 2016 and 2015 were 32.3% and 35.8%, respectively. The reduction in the rate was a result of earnings in foreign jurisdictions where the effective tax rate was less than 35%, changes in uncertain tax benefits during the quarter due to the expiration of statute of limitations, and the U.S. manufacturing deduction, partially offset by losses at certain foreign subsidiaries where no tax benefit could be recorded, and non-deductible expenses.
Net income from continuing operations increased by approximately $2.0 million, to $10.5 million for the three months ended June 30, 2016, compared to $8.5 million for the three months ended June 30, 2015. The $0.5 million decrease in operating profit and $0.3 million increase in income tax expense were more than offset by a $2.0 million decrease in debt extinguishment costs, a $0.4 million decrease in interest expense and a $0.4 million change in other income (expense), net.
See below for a discussion of operating results by segment.
Packaging. Net sales decreased approximately $1.5 million, or 1.6%, to $88.1 million in the three months ended June 30, 2016, as compared to $89.6 million in the three months ended June 30, 2015. Sales decreased primarily due to approximately $1.1 million of unfavorable currency exchange, as our reported results in U.S. dollars were negatively impacted as a result of the stronger U.S. dollar relative to foreign currencies. Sales of our health, beauty and home care end market products decreased approximately $1.0 million primarily due to new program launches during the second quarter of 2015 that did not repeat in the second quarter of 2016. These decreases were partially offset by an increase in sales of our industrial closures of approximately $0.8 million, primarily due to increased demand in the United States.
Packaging's gross profit decreased approximately $0.7 million to $31.3 million, or 35.5% of sales, in the three months ended June 30, 2016, as compared to $32.0 million, or 35.7% of sales, in the three months ended June 30, 2015. The decrease in gross profit was primarily due to approximately $0.5 million of unfavorable foreign currency as a result of the stronger U.S. dollar, as well as lower profit due to the lower sales volumes.
Packaging's selling, general and administrative expenses decreased approximately $1.5 million to $9.8 million, or 11.2% of sales, in the three months ended June 30, 2016, as compared to $11.3 million, or 12.6% of sales, in the three months ended June 30, 2015, primarily due to lower employee related costs as a result of execution of the FIP.
Packaging's operating profit increased approximately $0.7 million to $21.4 million, or 24.3% of sales, in the three months ended June 30, 2016, as compared to $20.7 million, or 23.1% of sales, in the three months ended June 30, 2015, primarily due to lower selling, general and administrative costs as a result of execution of the FIP, which were partially offset by a decline associated with lower sales levels and unfavorable currency exchange.
Aerospace.    Net sales for the three months ended June 30, 2016 increased approximately $0.9 million, or 2.0%, to $44.1 million, as compared to $43.2 million in the three months ended June 30, 2015. Sales increased approximately $3.1 million related to the November 2015 Tolleson, Arizona facility acquisition. Sales to OE customers increased $0.3 million while sales to distribution customers declined by approximately $2.5 million, primarily as a result of large customers continuing planned reductions of their investment in on-hand inventory levels of certain fastener products. Order demand from OE customers would have supported higher sales levels in the second quarter of 2016 except for challenges with scheduling and throughput that, while improved, carried over from the prior quarter.
Gross profit within Aerospace decreased approximately $4.9 million to $10.0 million, or 22.7% of sales, in the three months ended June 30, 2016, from $14.9 million, or 34.4% of sales, in the three months ended June 30, 2015. Gross profit decreased by approximately $1.9 million due manufacturing inefficiencies and lower fixed cost absorption as a result of the current supply chain disruptions. In addition, gross profit decreased by approximately $1.0 million as a result of additional costs incurred to improve manufacturing throughput and better support customer demand levels. Gross profit also decreased by approximately $0.8 million due to a less favorable product sales mix as a result of lower sales of higher margin products to distribution customers, approximately $0.8 million due to lower organic sales volume and by approximately $0.4 million related to costs incurred to qualify new products for future sales through the Tolleson facility.
Selling, general and administrative expenses decreased approximately $1.1 million to $6.5 million, or 14.7% of sales, in the three months ended June 30, 2016, as compared to $7.6 million, or 17.7% of sales, in the three months ended June 30, 2015, primarily due to cost savings associated with the FIP, as well as charges related to operational and leadership changes incurred in the three months ended June 30, 2015 that did not repeat in 2016.
Operating profit within Aerospace decreased approximately $3.6 million to $3.6 million, or 8.1% of sales, in the three months ended June 30, 2016, as compared to $7.2 million, or 16.7% of sales, in the three months ended June 30, 2015. The decline in operating profit and operating profit margin was mainly attributable to incremental costs incurred to improve certain production scheduling and manufacturing processes, lower fixed cost absorption, lower organic sales and a less favorable product sales mix, which were partially offset by lower selling, general and administrative expenses.
Energy.    Net sales for the three months ended June 30, 2016 decreased approximately $10.2 million, or 20.3%, to $40.0 million, as compared to $50.2 million in the three months ended June 30, 2015. Sales decreased by approximately $7.9 million in North America and by approximately $2.1 million in our international branches primarily due to weaker upstream sales at well sites as a result of lower oil prices and lower major oil and petrochemical refinery spending levels. Sales further declined by approximately $0.2 million due to net unfavorable currency exchange, as our reported results in U.S. dollars were negatively impacted as a result of the stronger U.S. dollar relative to foreign currencies.
Gross profit within Energy increased approximately $3.6 million to $9.4 million, or 23.5% of sales, in the three months ended June 30, 2016, as compared to $5.8 million, or 11.6% of sales, in the three months ended June 30, 2015. Gross profit increased approximately $2.9 million due to lower material costs and direct labor compared to the prior year as a result of our low cost sourcing initiatives and fixed cost reductions as part of the broader restructuring plan, as well as the year-over-year impact of the 2015 U.S. West Coast port delays. The port delays caused us to temporarily produce certain products in higher cost facilities in 2015 to meet demand levels. Gross profit also increased by approximately $0.9 million as a result of lower restructuring-related costs compared to the prior year. These improvements were partially offset by lower profit as a result of the reduction in sales levels.
Selling, general and administrative expenses within Energy decreased approximately $0.5 million to $12.5 million, or 31.3% of sales, in the three months ended June 30, 2016, as compared to $13.0 million, or 25.9% of sales, in the three months ended June 30, 2015. In the second quarter of 2015, we incurred approximately $2.8 million in expenses to resolve a previous legal claim, which did not repeat in 2016. In addition, selling, general and administration expenses decreased as a result of our FIP to reduce fixed costs. These decreases were partially offset by approximately $3.2 million in professional fees and other costs during second quarter 2016 in connection with furthering our restructuring initiatives.
Overall, operating loss within Energy decreased approximately $4.1 million to an approximate $3.1 million loss, or 7.7% of sales, in the three months ended June 30, 2016, as compared to a loss of $7.2 million, or 14.3% of sales, in the three months ended June 30, 2015. The operating loss decreased as a result of lower costs in connection with the execution of the restructuring and related FIP and the settlement of a legal claim in the second quarter of 2015 that did not repeat in 2016, which were partially offset by higher costs associated with restructuring activities during the second quarter of 2016.
Engineered Components.    Net sales for the three months ended June 30, 2016 decreased approximately $10.8 million, or 25.7%, to $31.2 million, as compared to $42.0 million in the three months ended June 30, 2015. Sales of our industrial cylinders decreased by approximately $6.0 million, primarily due to lower demand for gas cylinders in industrial applications. Sales of our gas compression products declined approximately $2.7 million and sales of our slow speed and compressor engine and related products decreased approximately $2.1 million, both primarily as a result of reduced levels of oil and gas drilling and well completions in the U.S. and Canada in response to lower oil prices.
Gross profit within Engineered Components decreased approximately $2.7 million to $6.4 million, or 20.6% of sales, in the three months ended June 30, 2016, from $9.1 million, or 21.6% of sales, in the three months ended June 30, 2015, primarily as a result of the decreased sales levels. Gross profit margin in our engine and compression-related products decreased as a result of lower fixed cost absorption despite cost reductions to better align our cost structure with current demand levels. Gross profit margin from sales of our industrial cylinders remained relatively flat, as lower fixed cost absorption was offset by lower input costs and ongoing productivity initiatives.
Selling, general and administrative expenses decreased approximately $0.3 million to $2.6 million, or 8.2% of sales, in the three months ended June 30, 2016, as compared to $2.9 million, or 6.8% of sales, in the three months ended June 30, 2015. The decrease in selling, general and administrative expenses was largely a result of our cost savings initiatives in our engine and compression-related products business, as we reduced costs given the low oil-related activity to better align our cost structure with current demand levels.
Operating profit within Engineered Components decreased approximately $2.3 million to $3.9 million, or 12.4% of sales, in the three months ended June 30, 2016, as compared to $6.2 million, or 14.8% of sales, in the three months ended June 30, 2015. Operating profit and related margin declined primarily due to lower sales levels and lower fixed cost absorption, which were partially offset by lower industrial cylinder input costs and various cost savings and productivity initiatives.
Corporate Expenses.    Corporate expenses consist of the following (dollars in millions):
 
 
Three months ended June 30,
 
 
2016
 
2015
Corporate operating expenses
 
$
2.5

 
$
2.9

Employee costs and related benefits
 
4.6

 
4.9

Corporate expenses
 
$
7.1

 
$
7.8

Corporate expenses decreased approximately $0.7 million to $7.1 million for the three months ended June 30, 2016, from $7.8 million for the three months ended June 30, 2015. Corporate operating expenses decreased approximately $0.4 million, primarily due to a decrease in third party professional fees. Employee costs and related benefits decreased approximately $0.3 million, primarily due to lower headcount following the Cequent spin-off as well as headcount reductions as part of the FIP, which were partially offset by an increase in expense related to the timing and estimated attainment of our long-term incentive compensation.
Discontinued Operations.    The results of discontinued operations consist of our former Cequent businesses, which were spun-off on June 30, 2015. During the three months ended June 30, 2015, loss from discontinued operations, net of income tax expense, was approximately $6.8 million. See Note 3, "Discontinued Operations," to our consolidated financial statements included in Part I, Item 1 of this quarterly report on Form 10-Q.

Six Months Ended June 30, 2016 Compared with Six Months Ended June 30, 2015
Overall, net sales decreased approximately $42.8 million, or approximately 9.5%, to $406.2 million for the six months ended June 30, 2016, as compared with $449.0 million in the six months ended June 30, 2015. This year-over-year decrease was primarily driven by our Energy and Engineered Components reportable segments, for which combined sales decreased by approximately $37.4 million (excluding the effects of foreign currency exchange), primarily as a result of lower oil prices and weakness in the energy-facing end markets. In addition, sales within our Aerospace reportable segment declined approximately $4.4 million, as a decline in OE and distribution customer sales more than offset increased sales of approximately $6.1million related to the November 2015 Tolleson, Arizona facility acquisition. Foreign currency exchange resulted in an approximate $3.3 million reduction in sales due to net unfavorable currency exchange, primarily in our Packaging reportable segment, as our reported results in U.S. dollars were negatively impacted as a result of the stronger U.S. dollar relative to foreign currencies. These declines were partially offset by approximately $2.3 million in increased sales within our Packaging reportable segment, excluding the impact of currency exchange, primarily due to higher sales of industrial closures.
Gross profit margin (gross profit as a percentage of sales) approximated 27.8% for each of the six months ended June 30, 2016 and 2015. The primary driver of improvement in gross profit margin was cost savings as a result of execution of our FIP and other cost savings actions, which drove more than $10.0 million of year-over-year gross profit. In addition, we incurred approximately $4.0 million lower material costs and direct labor in the first half of 2016 compared to the prior year as a result of our low cost sourcing initiatives and fixed cost reductions as part of the broader restructuring plan, as well as the year-over-year impact of the 2015 U.S. West Coast port delays, which caused us to temporarily produce certain products in higher cost facilities to meet demand levels. The impact of these cost savings actions were essentially offset by the impact of lower profit levels associated with the decline in year-over-year sales levels and lower margins in our Aerospace reportable segment primarily as a result of manufacturing inefficiencies and lower fixed cost absorption due to additional costs incurred to improve throughput and support customer demand levels. Gross profit was also negatively impacted by approximately $1.1 million of unfavorable currency exchange, as our reported results in U.S. dollars were negatively impacted as a result of the stronger U.S. dollar relative to foreign currencies.
Operating profit margin (operating profit as a percentage of sales) approximated 8.6% and 9.4% for the six months ended June 30, 2016 and 2015, respectively. Operating profit decreased approximately $7.1 million, or 16.9%, to $35.1 million for the six months ended June 30, 2016, compared to $42.2 million for the six months ended June 30, 2015. Operating profit decreased primarily due to lower sales year-over-year and due to manufacturing inefficiencies, lower fixed cost absorption and costs incurred to improve throughput and better support customer demand levels in our Aerospace segment, and the impact of lower sales and related fixed cost absorption in our Engineered Components segment. These impacts were partially offset by cost savings associated with the execution of our FIP and other cost savings actions and lower material and labor spending in our Energy reportable segment.

25
Table of Contents

Interest expense decreased approximately $0.4 million, to $6.8 million, for the six months ended June 30, 2016, as compared to $7.2 million for the six months ended June 30, 2015. The decrease in interest expense was primarily due to a decrease in our weighted-average variable rate borrowings to approximately $469.2 million in the six months ended June 30, 2016, from approximately $755.4 million in the six months ended June 30, 2015, primarily due to the distribution received from the Cequent spin-off in June 2015. The effective weighted average interest rate on our outstanding variable rate borrowings, including our Credit Agreement and accounts receivable facilities, increased to approximately 2.0% for the six months ended June 30, 2016, from approximately 1.8% for the six months ended June 30, 2015. In addition, a portion of our 2015 interest expense was allocated to the Cequent businesses as part of the spin-off and was reclassified as discontinued operations.
We incurred debt financing and extinguishment costs of approximately $2.0 million during the six months ended June 30, 2015 related to the amendment of our Credit Agreement in conjunction with the spin-off of the Cequent businesses . For more information on the amendment of our Credit Agreement see Note 7, "Long-term Debt," to our consolidated financial statements included in Part I, Item 1 of this quarterly report on Form 10-Q.
Other income (expense), net changed approximately $1.7 million, to $0.1 million of other income, net for the six months ended June 30, 2016, from $1.6 million of other expense, net for the six months ended June 30, 2015, primarily due to an increase in gains on transactions denominated in foreign currencies, which were partially offset by costs attributed to a reduction of certain indemnification assets related to uncertain tax liabilities.
The effective income tax rates for the six months ended June 30, 2016 and 2015 were 33.9% and 35.1%, respectively. The reduction in the rate was primarily as a result of a decrease in unrecognized tax benefits due to the expiration of statute of limitations, which was partially offset by losses at certain foreign subsidiaries where no tax benefit could be recorded.
Net income from continuing operations decreased by approximately $1.6 million, to $18.8 million for the six months ended June 30, 2016, compared to $20.4 million for the six months ended June 30, 2015. The decrease was primarily the result of a $7.1 million decrease in operating profit, partially offset by a $2.0 million decrease in debt extinguishment costs, a $1.7 million change in other income (expense), net, a $1.4 million decrease in income tax expense and a $0.4 million decrease in interest expense.
See below for a discussion of operating results by segment.
Packaging.    Net sales decreased approximately $0.3 million, or 0.2%, to $168.2 million in the six months ended June 30, 2016, as compared to $168.5 million in the six months ended June 30, 2015. Sales decreased approximately $2.6 million due to unfavorable currency exchange, as our reported results in U.S. dollars were negatively impacted as a result of the stronger U.S. dollar relative to foreign currencies. Sales of our industrial closures increased approximately $1.7 million and sales of our food and beverage end market products increased approximately $0.2 million, both primarily due to increased demand in the United States. Additionally, sales of our health, beauty and home care end market products increased approximately $0.4 million primarily due to higher demand in Europe and Asia.
Packaging's gross profit increased approximately $0.4 million to $60.1 million, or 35.7% of sales, in the six months ended June 30, 2016, as compared to $59.7 million, or 35.4% of sales, in the six months ended June 30, 2015. Gross profit increased approximately $0.8 million due to higher sales levels, excluding the impact of unfavorable foreign exchange. In addition, gross profit increased approximately $0.7 million primarily due to the combination of improved overhead cost absorption, a more favorable product sales mix, as a larger percentage of our sales were generated by our higher margin industrial products, and as a result of continued productivity and automation initiatives. These increases were partially offset by approximately $1.1 million of unfavorable foreign currency as a result of the stronger U.S. dollar.
Packaging's selling, general and administrative expenses decreased approximately $0.5 million to $20.9 million, or 12.4% of sales, in the six months ended June 30, 2016, as compared to $21.4 million, or 12.7% of sales, in the six months ended June 30, 2015, primarily due to lower employee related costs in connection with the execution of the FIP. The savings generated under the FIP were partially offset by an approximate $0.6 million increase in professional fees as well as costs incurred associated with the front end reorganization of the business to operate based on product categories on a global basis versus only regionally.
Packaging's operating profit increased approximately $1.1 million to $39.3 million, or 23.3% of sales, in the six months ended June 30, 2016, as compared to $38.2 million, or 22.7% of sales, in the six months ended June 30, 2015, primarily due to increased sales generated by our higher margin industrial products, continued productivity and automation initiatives and lower selling, general and administrative costs in connection with the execution of the FIP, which were partially offset by the impact of unfavorable foreign exchange.

26
Table of Contents

Aerospace.    Net sales for the six months ended June 30, 2016 decreased approximately $4.4 million, or 4.9%, to $84.6 million, as compared to $89.0 million in the six months ended June 30, 2015. Sales to distribution customers declined by approximately $7.2 million, primarily as a result of certain large customers continuing planned reductions of their investment in on-hand inventory levels of certain fastener products which began in the second quarter of 2015. Sales to OE customers decreased approximately $3.3 million, as while demand continued at expected levels, we experienced scheduling and production constraints which impacted our ability to meet current demand. These decreases were partially offset by approximately $6.1 million of sales related to the November 2015 acquisition of Parker-Hannifin Corporation's Tolleson, Arizona machined components facility.
Gross profit within Aerospace decreased approximately $11.2 million to $19.7 million, or 23.2% of sales, in the six months ended June 30, 2016, from $30.9 million, or 34.7% of sales, in the six months ended June 30, 2015. Of this decrease in gross profit, approximately $4.6 million is a result of manufacturing inefficiencies and lower fixed cost absorption, primarily due to additional costs incurred to improve manufacturing throughput and better support customer demand levels. Gross profit also decreased by approximately $3.7 million due to the lower organic sales levels, approximately $1.5 million due to a less favorable product sales mix and approximately $1.4 million related to integration and new product qualification costs for the Tolleson facility.
Selling, general and administrative expenses decreased approximately $2.9 million to $12.6 million, or 14.9% of sales, in the six months ended June 30, 2016, as compared to $15.6 million, or 17.5% of sales, in the six months ended June 30, 2015, primarily due to cost savings associated with the FIP, as well as charges related to operational and leadership changes incurred in the six months ended June 30, 2015 that did not repeat in 2016.
Operating profit within Aerospace decreased approximately $8.3 million to $7.0 million, or 8.3% of sales, in the six months ended June 30, 2016, as compared to $15.3 million, or 17.2% of sales, in the six months ended June 30, 2015. The decline in operating profit and operating profit margin is primarily attributable to manufacturing production throughput costs and ineficiencies, lower organic sales volumes, a less favorable product sales mix, and acquisition integration costs, which were partially offset by lower selling, general and administrative expenses.
Energy.    Net sales for the six months ended June 30, 2016 decreased approximately $16.6 million, or 16.4%, to $84.7 million, as compared to $101.3 million in the six months ended June 30, 2015. Sales decreased by approximately $11.3 million in North America and by approximately $3.4 million in our international branches primarily due to weaker upstream sales at well sites as a result of lower crude prices and lower major oil and petrochemical refinery spending levels. Sales further declined by approximately $1.2 million due to lower sales resulting from branch closures in Brazil, China and the Netherlands and approximately $0.7 million of net unfavorable currency exchange, as our reported results in U.S. dollars were negatively impacted as a result of the stronger U.S. dollar relative to foreign currencies.
Gross profit within Energy increased approximately $3.3 million to $18.8 million, or 22.2% of sales, in the six months ended June 30, 2016, as compared to $15.5 million, or 15.3% of sales, in the six months ended June 30, 2015. While sales declined year-over-year, resulting in approximately $2.5 million lower gross profit, gross profit increased in total due to the ongoing restructuring and lowering of fixed costs. Gross profit increased by approximately $4.0 million due to lower material costs and direct labor compared to the prior year as a result of our restructuring efforts and the additional costs incurred in 2015 as part of the U.S. West Coast port delays, which caused us to temporarily produce certain products in higher cost facilities to meet demand levels. The remainder of the increase in gross profit is primarily due to the lower fixed cost structure as a result of our FIP to remove costs and consolidate facilities.
Selling, general and administrative expenses within Energy increased approximately $3.2 million to $25.5 million, or 30.1% of sales, in the six months ended June 30, 2016, as compared to $22.4 million, or 22.1% of sales, in the six months ended June 30, 2015, primarily due to approximately $6.2 million of higher professional fees and other costs associated with our restructuring efforts. In addition, we incurred approximately $1.0 million related to potentially uncollectable accounts receivable. These increases were partially offset by approximately $2.8 million of expenses incurred during the second quarter of 2015 to resolve a previous legal claim, which did not repeat in 2016, as well as lower ongoing costs as a result of the FIP and other cost cutting measures.
Overall, operating loss within Energy decreased approximately $0.1 million to a $6.7 million loss, or 7.9% of sales, in the six months ended June 30, 2016, as compared to a $6.8 million loss, or 6.7% of sales, in the six months ended June 30, 2015, as the improvements in year-over-year operating performance as a result of the restructuring and the impact of the 2015 legal claim were mostly offset by increased spending levels to further the restructuring of the business.

27
Table of Contents

Engineered Components.    Net sales for the six months ended June 30, 2016 decreased approximately $21.5 million, or 23.9%, to $68.7 million, as compared to $90.2 million in the six months ended June 30, 2015. Sales of our gas compression products declined approximately $8.7 million and sales of our slow speed and compressor engine and related products decreased approximately $4.5 million, both primarily as a result of reduced levels of oil and gas drilling and well completions in the U.S. and Canada in response to lower oil prices. In addition, sales of our industrial cylinders decreased by approximately $8.3 million, primarily due to lower demand for gas cylinders in industrial applications.
Gross profit within Engineered Components decreased approximately $4.2 million to $14.4 million, or 21.0% of sales, in the six months ended June 30, 2016, from $18.6 million, or 20.6% of sales, in the six months ended June 30, 2015, primarily as a result of the decreased sales levels. Gross profit margin in our engine and compression-related products decreased as a result of lower fixed cost absorption despite cost reductions to better align our cost structure with current demand levels. This was partially offset by increased gross profit margin from sales of our industrial cylinders, as a result of lower input costs and ongoing productivity initiatives.
Selling, general and administrative expenses decreased approximately $1.4 million to $5.0 million, or 7.3% of sales, in the six months ended June 30, 2016, as compared to $6.4 million, or 7.1% of sales, in the six months ended June 30, 2015. The decrease in selling, general and administrative expenses was largely a result of our cost savings initiatives in our engine and compression-related products business, as we reduced costs given the low oil-related activity to better align our cost structure with current demand levels.
Operating profit within Engineered Components decreased approximately $2.8 million to $9.4 million, or 13.7% of sales, in the six months ended June 30, 2016, as compared to operating profit of $12.2 million, or 13.5% of sales, in the six months ended June 30, 2015. Operating profit declined primarily due to lower sales levels; however, operating profit margin increased due to achievement of our cost savings initiatives in our engine business to remain near break-even levels despite the reduction in net sales.
Corporate Expenses.    Corporate expenses consist of the following (dollars in millions):
 
 
Six months ended June 30,
 
 
2016
 
2015
Corporate operating expenses
 
$
4.4

 
$
6.0

Employee costs and related benefits
 
9.5

 
10.7

Corporate expenses
 
$
13.9

 
$
16.7

Corporate expenses decreased approximately $2.8 million to $13.9 million for the six months ended June 30, 2016, from $16.7 million for the six months ended June 30, 2015. Corporate operating expenses decreased approximately $1.6 million, primarily due to a decrease in third party professional fees and a favorable property tax assessment settlement in 2016 of approximately $0.4 million for a former business unit. Employee costs and related benefits decreased approximately $1.2 million, primarily due to lower headcount following the Cequent spin-off as well as headcount reductions as part of the FIP, which were partially offset by an increase in expense related to the timing and estimated attainment of our long-term incentive compensation.
Discontinued Operations.    The results of discontinued operations consist of our former Cequent businesses, which were spun-off on June 30, 2015. During the six months ended June 30, 2015, loss from discontinued operations, net of income tax expense, was approximately $4.7 million. See Note 3, "Discontinued Operations," to our consolidated financial statements included in Part I, Item 1 of this quarterly report on Form 10-Q.

28
Table of Contents

Liquidity and Capital Resources
Cash Flows
Cash flows provided by operating activities of continuing operations were approximately $32.9 million for the six months ended June 30, 2016, as compared to $20.5 million for the six months ended June 30, 2015. Significant changes in cash flows used for and provided by operating activities of continuing operations and the reasons for such changes are as follows:
•
For the six months ended June 30, 2016, the Company generated approximately $46.5 million of cash, based on the reported net income of approximately $18.8 million and after considering the effects of non-cash items related to losses on dispositions of property and equipment, depreciation, amortization, changes in deferred income taxes, stock-based compensation and related tax effect and other, net. For the six months ended June 30, 2015, the Company generated approximately $46.7 million in cash flows based on the reported income from continuing operations of approximately $20.4 million and after considering the effects of similar non-cash items.
•
Increases in accounts receivable resulted in a use of cash of approximately $3.7 million and $8.9 million for the six months ended June 30, 2016 and 2015, respectively. The increased use of cash for each of the six month periods is due primarily to the timing of sales and collection of cash within the periods. Days sales outstanding of receivables remained relatively flat period-over-period.
•
For the six months ended June 30, 2016, we reduced our investment in inventory by approximately $1.1 million. For the six months ended June 30, 2015, we used approximately $9.2 million of cash for investment in our inventories, 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 prepaid expenses and other assets resulted in a cash source of approximately $10.7 million and $0.5 million for the six months ended June 30, 2016 and 2015, respectively. The decrease in prepaid expenses and other assets for the six months ended June 30, 2016 is primarily a result of the timing of certain domestic tax payments. For the six months ended June 30, 2015, the decrease is primarily the result of the timing of payments made for certain operating prepaid expenses.
•
Decreases in accounts payable and accrued liabilities resulted in a cash use of approximately $21.7 million and $8.6 million for the six months ended June 30, 2016 and 2015, respectively. The change in cash used for accounts payable and accrued liabilities is primarily a result of the timing of payments made to suppliers and mix of vendors and related terms. The use of cash was greater in 2016, as our days accounts payable on hand decreased from approximately 58 days in 2015 to approximately 47 days in 2016.
Net cash used for investing activities of continuing operations for the six months ended June 30, 2016 and 2015 was approximately $12.8 million and $12.2 million, respectively. During the first six months of 2016, we incurred approximately $13.0 million in capital expenditures, as we have continued our investment in growth, capacity and productivity-related capital projects. Cash received from the disposition of property and equipment was approximately $0.1 million. During the first six months of 2015, we incurred approximately $12.9 million in capital expenditures and received cash from the disposition of property and equipment of approximately $0.7 million.
Net cash provided by financing activities of continuing operations for the six months ended June 30, 2016 was approximately $15.9 million, as compared to $198.4 million for the six months ended June 30, 2015. During the first six months of 2016, we incurred net borrowings of $8.5 million on our receivables and revolving credit facilities, primarily to fund our working capital needs, and repaid approximately $7.0 million on our term loan. We also used a net cash amount of approximately $0.5 million related to our stock compensation arrangements. During the first six months of 2015, in conjunction with the spin-off of our former Cequent businesses, Horizon made a cash distribution to us of $214.5 million. We used the distribution received from Horizon to amend and pay down our term loan facilities. During the first six months of 2015, we had net additional repayments of approximately $5.5 million on our receivables and revolving credit facilities, and net additional repayments of approximately $166.4 million on our term loan facilities. We transferred cash of approximately $17.1 million during the period to Horizon, in connection with the spin-off. We also made deferred purchase price payments related to our previous acquisitions of approximately $5.7 million, we used approximately $1.9 million related to debt financing fees and used a net cash amount of approximately $1.9 million related to our stock compensation arrangements.

29
Table of Contents

Our Debt and Other Commitments
We are party to a Credit Agreement, consisting of a $500.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies ("Foreign Currency Loans"), subject to a $75.0 million sub limit, and a $275.0 million senior secured term loan A facility ("Term Loan A Facility"). The Credit Agreement matures on June 30, 2020 and is subject to interest at London Interbank Offered Rates ("LIBOR") plus 1.75%. The interest rate spread is based upon the leverage ratio, as defined, as of the most recent determination date.
At June 30, 2016, approximately $264.7 million was outstanding on the Term Loan A Facility and approximately $83.2 million was outstanding on the revolving credit facility. The Credit Agreement allows issuance of letters of credit, not to exceed $40.0 million in aggregate, against revolving credit facility commitments, of which approximately $18.5 million was outstanding at June 30, 2016.
The Credit Agreement also provides for incremental term loan facility and/or revolving credit commitments, not to exceed the greater of $300.0 million and an amount such that, after giving effect to the making of such commitments and the incurrence of any other indebtedness substantially simultaneously with the making of such commitments, the senior secured net leverage ratio, as defined in the Credit Agreement, is no greater than 2.50 to 1.00. The terms and conditions of any incremental term loan and/or revolving credit facility commitments must be no more favorable than the existing credit facility.
We may be required to prepay a portion of our Term Loan A Facility in an amount equal to a percentage of our excess cash flow, as defined, which such percentage will be based on our leverage ratio, as defined. As of June 30, 2016, no amounts are due under this provision.
Amounts drawn under our revolving credit facility fluctuate daily based upon our working capital and other ordinary course needs. Availability under our revolving credit facility depends upon, among other things, compliance with our Credit Agreement's financial covenants. Our Credit Agreement contains various negative and affirmative covenants and other requirements affecting us and our subsidiaries, including restrictions on incurrence of debt, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, asset 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 our Credit Agreement require us and our subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a maximum leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over cash interest expense, as defined). Our permitted leverage ratio under the Credit Agreement is 3.50 to 1.00 as of June 30, 2016. If we were to complete an acquisition which qualifies for a Covenant Holiday Period, as defined in our Credit Agreement, then our permitted leverage ratio cannot exceed 4.00 to 1.00 during that period. Our actual leverage ratio was 2.82 to 1.00 at June 30, 2016. Our permitted interest expense coverage ratio under the Credit Agreement is 3.00 to 1.00 as of June 30, 2016. Our actual interest expense coverage ratio was 12.40 to 1.00 at June 30, 2016. At June 30, 2016, we were in compliance with our financial covenants.

30
Table of Contents

The following is a reconciliation of net income, as reported, which is a GAAP measure of our operating results, to Consolidated Bank EBITDA, as defined in our Credit Agreement, for the twelve months ended June 30, 2016 (dollars in thousands). We present Consolidated Bank EBITDA to show our performance under our financial covenants.
 
 
 
 
Less:
 
Add:
 
 
 
 
Year Ended December 31, 2015
 
Six Months Ended June 30, 2015
 
Six Months Ended June 30, 2016
 
Twelve Months Ended June 30, 2016
Net income (loss)
 
$
(33,400
)
 
$
15,690

 
$
18,780

 
$
(30,310
)
Bank stipulated adjustments:
 
 
 
 
 
 
 
 
Interest expense
 
14,060

 
7,170

 
6,750

 
13,640

Income tax expense
 
6,540

 
11,050

 
9,650

 
5,140

Depreciation and amortization
 
43,540

 
21,400

 
22,170

 
44,310

Extraordinary non-cash charges
 
75,680

 
—

 
—

 
75,680

Non-cash compensation expense(1)
 
6,340

 
2,870

 
4,140

 
7,610

Other non-cash expenses or losses
 
17,830

 
4,820

 
1,980

 
14,990

Non-recurring expenses or costs relating to cost saving projects(2)
 
15,000

 
5,770

 
5,770

 
15,000

Acquisition integration costs(3)
 
1,880

 
1,630

 
1,160

 
1,410

Debt financing and extinguishment costs(4)
 
1,970

 
1,970

 
—

 
—

Permitted dispositions(5)
 
4,740

 
4,740

 
—

 
—

Consolidated Bank EBITDA, as defined
 
$
154,180

 
$
77,110

 
$
70,400

 
$
147,470

 
 
June 30, 2016
 
Total Consolidated Indebtedness, as defined(6)
$
416,110

 
Consolidated Bank EBITDA, as defined
147,470

 
Actual leverage ratio
2.82

x
Covenant requirement
3.50

x
 
 
 
 
Less:
 
Add:
 
 
 
 
Year Ended December 31, 2015
 
Six Months Ended June 30, 2015
 
Six Months Ended June 30, 2016
 
Twelve Months Ended June 30, 2016
Interest expense
 
$
14,060

 
$
7,170

 
$
6,750

 
$
13,640

Bank stipulated adjustments:
 
 
 
 
 
 
 
 
Interest income
 
(420
)
 
(120
)
 
(160
)
 
(460
)
Non-cash amounts attributable to amortization of financing costs
 
(1,700
)
 
(1,020
)
 
(660
)
 
(1,340
)
Pro forma adjustment for acquisitions and dispositions
 
130

 
80

 
—

 
50

Total Consolidated Cash Interest Expense, as defined
 
$
12,070

 
$
6,110

 
$
5,930

 
$
11,890


31
Table of Contents

 
June 30, 2016
 
Consolidated Bank EBITDA, as defined
$
147,470

 
Total Consolidated Cash Interest Expense, as defined
11,890

 
Actual interest expense coverage ratio
12.40

x
Covenant requirement
3.00

x
_____________________________
(1) 
Non-cash compensation expenses resulting from the grant of restricted shares and units of common stock and common stock options.
(2) 
Non-recurring costs and expenses relating to cost savings projects, including restructuring and severance expenses, not to exceed $15.0 million in any fiscal year and $40.0 million in aggregate, subsequent to June 30, 2015.
(3)
Costs and expenses arising from the integration of any business acquired not to exceed $15.0 million in any fiscal year and $40.0 million in the aggregate.
(4)
Costs incurred with refinancing our credit facilities.
(5)
EBITDA from permitted dispositions, as defined.
(6)
Includes $4.5 million of acquisition deferred purchase price.
Another important source of liquidity is our $75.0 million accounts receivable facility, under which we have the ability to sell eligible accounts receivable to a third-party multi-seller receivables funding company. Our available liquidity under our accounts receivable facility has ranged from approximately $54 million to $69 million over the twelve months following the Cequent spin-off, depending on the level of our receivables outstanding at a given point in time during that period. We had approximately $63.6 million and $53.6 million outstanding under the facility as of June 30, 2016 and December 31, 2015, respectively, and approximately $2.1 million and $7.1 million available but not utilized as of June 30, 2016 and December 31, 2015, respectively. At June 30, 2016, we had approximately $83.2 million outstanding under our revolving credit facility and had approximately $398.3 million potentially available after giving effect to approximately $18.5 million of letters of credit issued and outstanding. At December 31, 2015, we had approximately $100.3 million outstanding under our revolving credit facility and had approximately $378.1 million potentially available after giving effect to approximately $21.6 million of letters of credit issued and outstanding. The letters of credit are used for a variety of purposes, including support of certain operating lease agreements, vendor payment terms and other subsidiary operating activities, and to meet various states' requirements to self-insure workers' compensation claims, including incurred but not reported claims. Including availability under our accounts receivable facility and after consideration of leverage restrictions contained in the Credit Agreement, as of June 30, 2016 and December 31, 2015, we had approximately $100.0 million and $107.4 million, respectively, of borrowing capacity available for general corporate purposes.
We rely upon our cash flow from operations and available liquidity under our revolving credit and accounts receivable facilities to fund our debt service obligations and other contractual commitments, working capital and capital expenditure requirements. At the end of each quarter, we use cash on hand from our domestic and foreign subsidiaries to pay down amounts outstanding under our revolving credit and accounts receivable facilities.
Our combined weighted average monthly amounts outstanding on our Credit Agreement and our accounts receivable facility during the first six months of 2016 approximated $469.2 million, compared to the weighted average monthly amounts outstanding during the first six months of 2015 of approximately $755.4 million. The overall decrease is due primarily to the distribution received from the Cequent spin-off in June 2015.
Cash management related to our revolving credit and accounts receivable facilities is centralized. We monitor our cash position and available liquidity on a daily basis and forecast our cash needs on a weekly basis within the current quarter and on a monthly basis outside the current quarter over the remainder of the year. Our business and related cash forecasts are updated monthly. While the majority of our cash on hand as of June 30, 2016 is located in jurisdictions outside the U.S., given aggregate available funding under our revolving credit and accounts receivable facilities of $100.0 million at June 30, 2016, after consideration of the aforementioned leverage restrictions, and based on forecasted cash sources and requirements inherent in our business plans, we believe that our liquidity and capital resources, including anticipated cash flows from operations, will be sufficient to meet our debt service, capital expenditure and other short-term and long-term obligation needs for the foreseeable future.

32
Table of Contents

Our exposure to interest rate risk results from the variable rates under our Credit Agreement. Borrowings under the Credit Agreement bear interest, at various rates, as more fully described in Note 7, "Long-term Debt," to our consolidated financial statements included in Part I, Item 1 of this quarterly report on Form 10-Q. We use interest rate swap agreements to fix the LIBOR-based variable portion of the interest rates on our term loan facility. As of June 30, 2016, we had interest rate swap agreements in place that hedge a declining notional value of debt ranging from approximately $251.5 million to approximately $192.7 million, with established fixed interest rates in a range of 0.74% to 2.68%, with various expiration terms extending to June 30, 2020.
We are subject to variable interest rates on our term loan and revolving credit facility. At June 30, 2016, 1-Month LIBOR approximated 0.47%. Based on our variable rate-based borrowings outstanding at June 30, 2016, and after consideration of the interest rate swap agreement associated with our term loan A, a 1% increase in the per annum interest rate would increase our interest expense by approximately $1.6 million annually.
Principal payments required under the Credit Agreement for the Term Loan A Facility are $3.4 million due each fiscal quarter from December 2015 through September 2018 and approximately $5.2 million due each fiscal quarter from December 2018 through March 2020, with final payment of $202.8 million due on June 30, 2020.
In addition to our long-term debt, we have other cash commitments related to leases. We account for these lease transactions as operating leases, and annual rent expense for continuing operations related thereto approximated $17.2 million in 2015. We expect to continue to utilize leasing as a financing strategy in the future to meet capital expenditure needs and to reduce debt levels.
Market Risk
We conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies. The functional currencies of our foreign subsidiaries are primarily the local currency in the country of domicile. We manage these operating activities at the local level and revenues and costs are generally denominated in local currencies; however, results of operations and assets and liabilities reported in U.S. dollars will fluctuate with changes in exchange rates between such local currencies and the U.S. dollar. We may use derivative financial instruments to manage currency risks associated with our procurement activities denominated in currencies other than the functional currency of our subsidiaries and the impact of currency rate volatility on our earnings.
We are also subject to interest risk as it relates to our long-term debt. We use interest rate swap agreements to fix a portion of our variable rate debt to manage this risk. See Note 8, "Derivative Instruments," included in Part 1, Item 1, "Notes to Unaudited Consolidated Financial Statements," within this quarterly report on Form 10-Q.
Common Stock
TriMas is listed in the NASDAQ Global Select MarketSM. Our stock trades under the symbol "TRS."
Credit Rating
We and certain of our outstanding debt obligations are rated by Standard & Poor's and Moody's. On June 9, 2016, Moody's affirmed a rating of Ba3 to our senior secured credit facilities, as presented in Note 7, "Long-term Debt" included in Item 1, "Consolidated Financial Statements" within this Form 10-Q. Moody's also affirmed a Ba3 to our Corporate Family Rating and maintained our outlook as stable. On June 1, 2015, Standard & Poor's affirmed a BB- corporate credit rating to our amended credit facilities and maintained our outlook as stable. If our credit ratings were to decline, our ability to access certain financial markets may become limited, our cost of borrowings may increase, the perception of us in the view of our customers, suppliers and security holders may worsen and as a result, we may be adversely affected.
Outlook
We believe the current uncertain macroeconomic environment will persist throughout 2016, with further top-line pressure in our businesses than originally expected across all of our end markets. We managed to mitigate much of the impact of an approximate 10% year-over-year top-line decline in the first half of 2016 as compared to 2015 as a result of our $22 million Financial Improvement Plan implemented during the back half of 2015 and via continued cost management and productivity initiatives.
While we continue to attempt to mitigate the challenging external factors, we also continue to execute on internal projects that we control, including further execution of our Aerospace production and scheduling improvements, optimizing our footprint to move more production to our lower-cost facilities, pruning our product portfolios to deemphasize or no longer sell certain lower-margin products, seek lower-cost sources for input costs and continuously assessing our fixed cost footprints. We plan to execute on internal initiatives which we believe will enable us to navigate through the current challenging environment until demand levels and activity increase, and position us for improved profitability and ability to leverage our lower fixed cost structure with higher sales levels.

33
Table of Contents

While the tactics we employ may differ between years, our strategic priorities remain consistent: drive profitable growth, enhance margins, optimize resource and capital allocations and be a workplace of choice for great people.
Impact of New Accounting Standards
See Note 2, "New Accounting Pronouncements," included in Part 1, Item 1, "Notes to Unaudited Consolidated Financial Statements," within this quarterly report on Form 10-Q.
Critical Accounting Policies
Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, our evaluation of business and macroeconomic trends, and information from other outside sources, as appropriate.
During the quarter ended June 30, 2016, there were no material changes to the items that we disclosed as our critical accounting policies in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Annual Report on Form 10-K for the year ended December 31, 2015.

34
Table of Contents

Item 3.    Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are exposed to market risk associated with fluctuations in foreign currency exchange rates. We are also subject to interest risk as it relates to long-term debt. See Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," for details about our primary market risks, and the objectives and strategies used to manage these risks. Also see Note 7, "Long-term Debt," and Note 8, "Derivative Instruments," in Part I, Item 1, "Notes to Unaudited Consolidated Financial Statements," included within this quarterly report on Form 10-Q for additional information.
Item 4.    Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Financial Officer (who is also its Principal Executive Officer), as appropriate, to allow timely decisions regarding required disclosures.
Evaluation of disclosure controls and procedures
As of June 30, 2016, an evaluation was carried out by management, with the participation of the Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) pursuant to Rule 13a-15 of the Exchange Act. The Company's disclosure controls and procedures are designed only to provide reasonable assurance that they will meet their objectives. Based upon that evaluation, the Chief Financial Officer concluded that as of June 30, 2016, the Company's disclosure controls and procedures are effective to provide reasonable assurance that they would meet their objectives.
Changes in internal control over financial reporting
There have been no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

35
Table of Contents

PART II. OTHER INFORMATION
TRIMAS CORPORATION
Item 1.    Legal Proceedings
See Note 9, "Commitments and Contingencies," included in Part I, Item 1, "Notes to Unaudited Consolidated Financial Statements," within this quarterly report on Form 10-Q.
Item 1A.    Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part 1, Item 1A., "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2015, which could materially affect our business, financial condition or future results. There have been no significant changes in our risk factors as disclosed in our 2015 Form 10-K except for the following:
The results of the United Kingdom’s referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business. 
In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a national referendum. The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last at least two years after the government of the United Kingdom formally initiates a withdrawal process.  Nevertheless, the referendum has created significant uncertainty about the future relationship between the United Kingdom and the European Union, including with respect to the laws and regulations that will apply as the United Kingdom determines which European Union laws to replace or replicate in the event of a withdrawal.  The results of the referendum have adversely impacted the British Pound and may continue to have an impact on other foreign currencies.  The referendum has given rise to calls for the governments of other European Union member states to consider withdrawal.  These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could have a material adverse effect on our business, financial condition and results of operations and reduce the price of our equity shares. Additionally, our Packaging business is dual headquartered in the United Kingdom and Indiana, and we operate other manufacturing facilities internationally, including in the United Kingdom.  Accordingly, the results of the referendum may have an adverse impact on our international operations, particularly in the United Kingdom.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.    Defaults Upon Senior Securities
Not applicable.
Item 4.    Mine Safety Disclosures
Not applicable.
Item 5.    Other Information
Not applicable.

36
Table of Contents

Item 6.    Exhibits.
Exhibits Index:

3.1(a)
Fourth Amended and Restated Certificate of Incorporation of TriMas Corporation.
3.2(b)
Third Amended and Restated By-laws of TriMas Corporation.
10.1(c)
Amended and Restated Agreement dated April 13, 2016, by and among TriMas Corporation and Engaged Capital Master Feeder I, LP, Engaged Capital Master Feeder II, LP, Engaged Capital I, LP, Engaged Capital I Offshore, Ltd., Engaged Capital II, LP, Engaged Capital, LLC, Engaged Capital Holdings, LLC, and Glenn Welling.
31.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.

(a)
 
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 3, 2007 (File No. 001-10716).
(b)
 
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on December 18, 2015 (File No. 001-10716).
(c)
 
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on April 15, 2016 (File No. 001-10716).



37
Table of Contents

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 thereunto duly authorized.
 
 
TRIMAS CORPORATION (Registrant)
 
 
 
 
 
 
 
 
 
/s/ ROBERT J. ZALUPSKI
 
 
 
 
 
Date:
July 28, 2016

By:
 
Robert J. Zalupski
Chief Financial Officer


38