UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
| | | | | | | | | | | |
| (Mark One) | | | |
| ☒ | | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| | | |
| For the Quarterly Period Ended | SeptemberJune 30, 20202021 |
| Or |
| ☐ | | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| | | |
For the Transition Period from to . |
Commission file number 001-10716
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 38-2687639 |
(State or other jurisdiction of
incorporation or organization) | | (IRS Employer
Identification No.) |
38505 Woodward Avenue, Suite 200
Bloomfield Hills, Michigan 48304
(Address of principal executive offices, including zip code)
(248) 631-5450
(Registrant's telephone number, including area code)
| | | | | | | | |
| Title of each class | Trading symbol(s) | Name of exchange on which registered |
| Common stock, $0.01 par value | TRS | The NASDAQ GlobalStock Market LLC |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
| Large accelerated filer | ☒ | | Accelerated filer | ☐ |
| | | | |
| Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
| | | | |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 21, 2020,July 22, 2021, the number of outstanding shares of the Registrant's common stock, $0.01 par value, was 43,225,13042,917,209 shares.
TriMas Corporation
Index
Forward-Looking Statements
This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about our financial condition, results of operations and business. These forward-looking statements can be identified by the use of forward-looking words, such as “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan” or other comparable words, or by discussions of strategy that may involve risks and uncertainties.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties which could materially affect our business, financial condition or future results including, but not limited to: the severity and duration of the ongoing corona viruscoronavirus (“COVID-19”) pandemic on our operations, customers and suppliers, as well as related actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing and difficult to predict; general economic and currency conditions; material and energy costs; risks and uncertainties associated with intangible assets, including goodwill or other intangible asset impairment charges; competitive factors; future trends; our ability to realize our business strategies; our ability to identify attractive acquisition candidates, successfully integrate acquired operations or realize the intended benefits of such acquisitions; information technology and other cyber-related risks; the performance of our subcontractors and suppliers; supply constraints; market demand; intellectual property factors; litigation; government and regulatory actions, including, without limitation, climate change legislation and other environmental regulations, as well as the impact of tariffs, quotas and surcharges; our leverage; liabilities imposed by our debt instruments; labor disputes; changes to fiscal and tax policies; contingent liabilities relating to acquisition activities; the disruption of operations from catastrophic or extraordinary events, including natural disasters orand public health crises; the potential impact of Brexit; tax considerations relating to the Cequent spin-off; our future prospects; and other risks that are discussed in Part I, Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 20192020 and elsewhere in this report. The risks described in our Annual Report on Form 10-K and elsewhere in this report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deemed to be immaterial also may materially adversely affect our business, financial position and results of operations or cash flows.
The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We caution readers not to place undue reliance on the statements, which speak only as of the date of this report. We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statement to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.
We disclose important factors that could cause our actual results to differ materially from our expectations implied by our forward-looking statements under Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this report. These cautionary statements qualify all forward-looking statements attributed to us or persons acting on our behalf. When we indicate that an event, condition or circumstance could or would have an adverse effect on us, we mean to include effects upon our business, financial and other conditions, results of operations, prospects and ability to service our debt.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
TriMas Corporation
Consolidated Balance Sheet
(Dollars in thousands)
| | | September 30,
2020 | | December 31,
2019 | | June 30,
2021 | | December 31,
2020 |
| Assets | Assets | | (unaudited) | | | Assets | | (unaudited) | | |
| Current assets: | Current assets: | | Current assets: | |
| Cash and cash equivalents | Cash and cash equivalents | | $ | 99,740 | | | $ | 172,470 | | Cash and cash equivalents | | $ | 117,410 | | | $ | 73,950 | |
| Receivables, net of reserves of approximately $3.3 million and $2.1 million as of September 30, 2020 and December 31, 2019, respectively | | 118,750 | | | 108,860 | | |
| Receivables, net of reserves of approximately $1.5 million and $2.1 million as of June 30, 2021 and December 31, 2020, respectively | | Receivables, net of reserves of approximately $1.5 million and $2.1 million as of June 30, 2021 and December 31, 2020, respectively | | 135,220 | | | 113,410 | |
| Inventories | Inventories | | 142,600 | | | 132,660 | | Inventories | | 149,920 | | | 149,380 | |
| Prepaid expenses and other current assets | Prepaid expenses and other current assets | | 13,640 | | | 20,050 | | Prepaid expenses and other current assets | | 19,910 | | | 15,090 | |
| Total current assets | Total current assets | | 374,730 | | | 434,040 | | Total current assets | | 422,460 | | | 351,830 | |
| Property and equipment, net | Property and equipment, net | | 215,630 | | | 214,330 | | Property and equipment, net | | 253,230 | | | 253,060 | |
| Operating lease right-of-use assets | Operating lease right-of-use assets | | 36,050 | | | 27,850 | | Operating lease right-of-use assets | | 38,970 | | | 37,820 | |
| Goodwill | Goodwill | | 251,870 | | | 334,640 | | Goodwill | | 301,430 | | | 303,970 | |
| Other intangibles, net | Other intangibles, net | | 175,590 | | | 161,390 | | Other intangibles, net | | 194,150 | | | 206,200 | |
| Deferred income taxes | Deferred income taxes | | 5,720 | | | 500 | | Deferred income taxes | | 12,300 | | | 19,580 | |
| Other assets | Other assets | | 15,930 | | | 19,950 | | Other assets | | 22,410 | | | 21,420 | |
| Total assets | Total assets | | $ | 1,075,520 | | | $ | 1,192,700 | | Total assets | | $ | 1,244,950 | | | $ | 1,193,880 | |
| Liabilities and Shareholders' Equity | Liabilities and Shareholders' Equity | | | | | Liabilities and Shareholders' Equity | | | | |
| Current liabilities: | Current liabilities: | | Current liabilities: | |
| | Accounts payable | Accounts payable | | $ | 59,530 | | | $ | 72,670 | | Accounts payable | | $ | 77,250 | | | $ | 69,910 | |
| Accrued liabilities | Accrued liabilities | | 56,410 | | | 42,020 | | Accrued liabilities | | 56,320 | | | 60,540 | |
| Operating lease liabilities, current portion | Operating lease liabilities, current portion | | 6,940 | | | 5,100 | | Operating lease liabilities, current portion | | 6,530 | | | 6,740 | |
| Total current liabilities | Total current liabilities | | 122,880 | | | 119,790 | | Total current liabilities | | 140,100 | | | 137,190 | |
| Long-term debt, net | Long-term debt, net | | 295,550 | | | 294,690 | | Long-term debt, net | | 393,370 | | | 346,290 | |
| Operating lease liabilities | Operating lease liabilities | | 29,650 | | | 23,100 | | Operating lease liabilities | | 32,890 | | | 31,610 | |
| Deferred income taxes | Deferred income taxes | | 12,220 | | | 16,830 | | Deferred income taxes | | 19,560 | | | 24,850 | |
| Other long-term liabilities | Other long-term liabilities | | 57,250 | | | 40,810 | | Other long-term liabilities | | 61,430 | | | 69,690 | |
| Total liabilities | Total liabilities | | 517,550 | | | 495,220 | | Total liabilities | | 647,350 | | | 609,630 | |
Preferred stock, $0.01 par: Authorized 100,000,000 shares;
Issued and outstanding: None | Preferred stock, $0.01 par: Authorized 100,000,000 shares;
Issued and outstanding: None | | 0 | | | 0 | | Preferred stock, $0.01 par: Authorized 100,000,000 shares;
Issued and outstanding: None | | 0 | | | 0 | |
Common stock, $0.01 par: Authorized 400,000,000 shares;
Issued and outstanding: 43,318,056 shares at September 30, 2020 and 44,562,679 shares at December 31, 2019 | | 430 | | | 450 | | |
Common stock, $0.01 par: Authorized 400,000,000 shares;
Issued and outstanding: 42,966,074 shares at June 30, 2021 and 43,178,165 shares at December 31, 2020 | | Common stock, $0.01 par: Authorized 400,000,000 shares;
Issued and outstanding: 42,966,074 shares at June 30, 2021 and 43,178,165 shares at December 31, 2020 | | 430 | | | 430 | |
| Paid-in capital | Paid-in capital | | 749,860 | | | 782,880 | | Paid-in capital | | 735,880 | | | 749,050 | |
| Accumulated deficit | Accumulated deficit | | (183,300) | | | (79,850) | | Accumulated deficit | | (134,710) | | | (159,610) | |
| Accumulated other comprehensive loss | Accumulated other comprehensive loss | | (9,020) | | | (6,000) | | Accumulated other comprehensive loss | | (4,000) | | | (5,620) | |
| Total shareholders' equity | Total shareholders' equity | | 557,970 | | | 697,480 | | Total shareholders' equity | | 597,600 | | | 584,250 | |
| Total liabilities and shareholders' equity | Total liabilities and shareholders' equity | | $ | 1,075,520 | | | $ | 1,192,700 | | Total liabilities and shareholders' equity | | $ | 1,244,950 | | | $ | 1,193,880 | |
The accompanying notes are an integral part of these consolidated financial statements.
TriMas Corporation
Consolidated Statement of Operations
(Unaudited—dollars in thousands, except for per share amounts)
| | | | | Three months ended
September 30, | | Nine months ended
September 30, | | | Three months ended
June 30, | | Six months ended
June 30, |
| | | | 2020 | | 2019 | | 2020 | | 2019 | | | 2021 | | 2020 | | 2021 | | 2020 |
| Net sales | Net sales | | $ | 199,460 | | | $ | 188,410 | | | $ | 581,800 | | | $ | 552,610 | | Net sales | | $ | 218,990 | | | $ | 199,550 | | | $ | 425,720 | | | $ | 382,340 | |
| Cost of sales | Cost of sales | | (147,530) | | | (139,420) | | | (446,270) | | | (403,040) | | Cost of sales | | (160,960) | | | (162,320) | | | (316,360) | | | (298,740) | |
| Gross profit | Gross profit | | 51,930 | | | 48,990 | | | 135,530 | | | 149,570 | | Gross profit | | 58,030 | | | 37,230 | | | 109,360 | | | 83,600 | |
| Selling, general and administrative expenses | Selling, general and administrative expenses | | (25,650) | | | (25,420) | | | (107,570) | | | (79,140) | | Selling, general and administrative expenses | | (32,460) | | | (55,380) | | | (62,680) | | | (81,920) | |
| | Impairment of goodwill and indefinite-lived intangible assets | | (134,600) | | | 0 | | | (134,600) | | | 0 | | |
| | Operating profit (loss) | Operating profit (loss) | | (108,320) | | | 23,570 | | | (106,640) | | | 70,430 | | Operating profit (loss) | | 25,570 | | | (18,150) | | | 46,680 | | | 1,680 | |
| Other expense, net: | Other expense, net: | | | | | | Other expense, net: | | | | | |
| Interest expense | Interest expense | | (3,450) | | | (3,520) | | | (11,260) | | | (10,450) | | Interest expense | | (4,120) | | | (4,230) | | | (7,670) | | | (7,810) | |
| | Debt financing and related expenses | | Debt financing and related expenses | | (10,320) | | | 0 | | | (10,520) | | | 0 | |
| Other income (expense), net | Other income (expense), net | | (1,200) | | | 600 | | | (150) | | | 1,250 | | Other income (expense), net | | 670 | | | 1,130 | | | (260) | | | 1,050 | |
| Other expense, net | Other expense, net | | (4,650) | | | (2,920) | | | (11,410) | | | (9,200) | | Other expense, net | | (13,770) | | | (3,100) | | | (18,450) | | | (6,760) | |
| Income (loss) before income tax expense | Income (loss) before income tax expense | | (112,970) | | | 20,650 | | | (118,050) | | | 61,230 | | Income (loss) before income tax expense | | 11,800 | | | (21,250) | | | 28,230 | | | (5,080) | |
| Income tax benefit (expense) | Income tax benefit (expense) | | 12,100 | | | (5,410) | | | 14,600 | | | (12,720) | | Income tax benefit (expense) | | 40 | | | 5,550 | | | (3,330) | | | 2,500 | |
| Income (loss) from continuing operations | | (100,870) | | | 15,240 | | | (103,450) | | | 48,510 | | |
| Income from discontinued operations, net of tax | | 0 | | | 3,870 | | | 0 | | | 11,710 | | |
| | | Net income (loss) | Net income (loss) | | $ | (100,870) | | | $ | 19,110 | | | $ | (103,450) | | | $ | 60,220 | | Net income (loss) | | $ | 11,840 | | | $ | (15,700) | | | $ | 24,900 | | | $ | (2,580) | |
| Basic earnings (loss) per share: | Basic earnings (loss) per share: | | | | | | | | | Basic earnings (loss) per share: | | | | | | | | |
| Continuing operations | | $ | (2.32) | | | $ | 0.34 | | | $ | (2.37) | | | $ | 1.07 | | |
| Discontinued operations | | 0 | | | 0.08 | | | 0 | | | 0.26 | | |
| | Net income (loss) per share | Net income (loss) per share | | $ | (2.32) | | | $ | 0.42 | | | $ | (2.37) | | | $ | 1.33 | | Net income (loss) per share | | $ | 0.27 | | | $ | (0.36) | | | $ | 0.58 | | | $ | (0.06) | |
| Weighted average common shares—basic | Weighted average common shares—basic | | 43,457,704 | | | 45,175,244 | | | 43,707,331 | | | 45,448,711 | | Weighted average common shares—basic | | 43,110,191 | | | 43,463,235 | | | 43,147,599 | | | 43,832,144 | |
| Diluted earnings (loss) per share: | Diluted earnings (loss) per share: | | | | | | | | | Diluted earnings (loss) per share: | | | | | | | | |
| Continuing operations | | $ | (2.32) | | | $ | 0.34 | | | $ | (2.37) | | | $ | 1.06 | | |
| Discontinued operations | | 0 | | | 0.08 | | | 0 | | | 0.26 | | |
| | Net income (loss) per share | Net income (loss) per share | | $ | (2.32) | | | $ | 0.42 | | | $ | (2.37) | | | $ | 1.32 | | Net income (loss) per share | | $ | 0.27 | | | $ | (0.36) | | | $ | 0.57 | | | $ | (0.06) | |
| Weighted average common shares—diluted | Weighted average common shares—diluted | | 43,457,704 | | | 45,415,767 | | | 43,707,331 | | | 45,745,421 | | Weighted average common shares—diluted | | 43,308,356 | | | 43,463,235 | | | 43,471,616 | | | 43,832,144 | |
The accompanying notes are an integral part of these consolidated financial statements.
TriMas Corporation
Consolidated Statement of Comprehensive Income
(Unaudited—dollars in thousands)
| | | Three months ended
September 30, | | Nine months ended
September 30, | | Three months ended
June 30, | | Six months ended
June 30, |
| | 2020 | | 2019 | | 2020 | | 2019 | | 2021 | | 2020 | | 2021 | | 2020 |
| Net income (loss) | Net income (loss) | | $ | (100,870) | | | $ | 19,110 | | | $ | (103,450) | | | $ | 60,220 | | Net income (loss) | | $ | 11,840 | | | $ | (15,700) | | | $ | 24,900 | | | $ | (2,580) | |
| Other comprehensive income (loss): | Other comprehensive income (loss): | | | | | | | | | Other comprehensive income (loss): | | | | | | | | |
| Defined benefit plans (Note 19) | | 160 | | | 100 | | | 470 | | | 300 | | |
| Defined benefit plans (Note 17) | | Defined benefit plans (Note 17) | | 160 | | | 160 | | | 310 | | | 310 | |
| Foreign currency translation | Foreign currency translation | | 5,740 | | | (4,180) | | | (1,210) | | | (4,380) | | Foreign currency translation | | 1,400 | | | 1,310 | | | (2,020) | | | (6,950) | |
| Derivative instruments (Note 12) | | (4,580) | | | 4,260 | | | (2,280) | | | 5,750 | | |
| Derivative instruments (Note 10) | | Derivative instruments (Note 10) | | (570) | | | (2,130) | | | 3,330 | | | 2,300 | |
| Total other comprehensive income (loss) | Total other comprehensive income (loss) | | 1,320 | | | 180 | | | (3,020) | | | 1,670 | | Total other comprehensive income (loss) | | 990 | | | (660) | | | 1,620 | | | (4,340) | |
| Total comprehensive income (loss) | Total comprehensive income (loss) | | $ | (99,550) | | | $ | 19,290 | | | $ | (106,470) | | | $ | 61,890 | | Total comprehensive income (loss) | | $ | 12,830 | | | $ | (16,360) | | | $ | 26,520 | | | $ | (6,920) | |
The accompanying notes are an integral part of these consolidated financial statements.
TriMas Corporation
Consolidated Statement of Cash Flows
(Unaudited—dollars in thousands)
| | | Nine months ended September 30, | | Six months ended June 30, |
| | 2020 | | 2019 | | 2021 | | 2020 |
| Cash Flows from Operating Activities: | Cash Flows from Operating Activities: | | | | | Cash Flows from Operating Activities: | | | | |
| Net income (loss) | Net income (loss) | | $ | (103,450) | | | $ | 60,220 | | Net income (loss) | | $ | 24,900 | | | $ | (2,580) | |
| Income from discontinued operations | | 0 | | | 11,710 | | |
| Income (loss) from continuing operations | | (103,450) | | | 48,510 | | |
| Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities, net of acquisition impact: | | |
| Impairment of goodwill and indefinite-lived intangible assets | | 134,600 | | | 0 | | |
| | Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition impact: | | Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition impact: | |
| | Loss on dispositions of assets | Loss on dispositions of assets | | 1,080 | | | 60 | | Loss on dispositions of assets | | 130 | | | 1,010 | |
| Depreciation | Depreciation | | 21,700 | | | 18,330 | | Depreciation | | 15,830 | | | 14,770 | |
| Amortization of intangible assets | Amortization of intangible assets | | 15,460 | | | 14,030 | | Amortization of intangible assets | | 10,780 | | | 10,150 | |
| Amortization of debt issue costs | Amortization of debt issue costs | | 860 | | | 850 | | Amortization of debt issue costs | | 520 | | | 570 | |
| Deferred income taxes | Deferred income taxes | | (17,790) | | | 5,530 | | Deferred income taxes | | 1,790 | | | (1,460) | |
| Non-cash compensation expense | Non-cash compensation expense | | 5,610 | | | 4,130 | | Non-cash compensation expense | | 5,660 | | | 4,680 | |
| Non-cash change in legacy liability estimate | Non-cash change in legacy liability estimate | | 23,400 | | | 0 | | Non-cash change in legacy liability estimate | | 0 | | | 23,400 | |
| | Debt financing and related expenses | | Debt financing and related expenses | | 10,520 | | | 0 | |
| Increase in receivables | Increase in receivables | | (6,210) | | | (8,380) | | Increase in receivables | | (22,600) | | | (12,300) | |
| (Increase) decrease in inventories | (Increase) decrease in inventories | | 4,510 | | | (560) | | (Increase) decrease in inventories | | (900) | | | 5,260 | |
| Decrease in prepaid expenses and other assets | | 5,500 | | | 4,780 | | |
| Decrease in accounts payable and accrued liabilities | | (7,410) | | | (26,760) | | |
| (Increase) decrease in prepaid expenses and other assets | | (Increase) decrease in prepaid expenses and other assets | | (7,430) | | | 290 | |
| Increase (decrease) in accounts payable and accrued liabilities | | Increase (decrease) in accounts payable and accrued liabilities | | 1,350 | | | (14,530) | |
| Other operating activities | Other operating activities | | 1,250 | | | 90 | | Other operating activities | | 2,120 | | | 1,580 | |
| Net cash provided by operating activities of continuing operations | | 79,110 | | | 60,610 | | |
| Net cash provided by operating activities of discontinued operations | | 0 | | | 3,490 | | |
| | Net cash provided by operating activities, net of acquisition impact | Net cash provided by operating activities, net of acquisition impact | | 79,110 | | | 64,100 | | Net cash provided by operating activities, net of acquisition impact | | 42,670 | | | 30,840 | |
| Cash Flows from Investing Activities: | Cash Flows from Investing Activities: | | | | | Cash Flows from Investing Activities: | | | | |
| Capital expenditures | Capital expenditures | | (17,670) | | | (22,000) | | Capital expenditures | | (18,330) | | | (9,250) | |
| Acquisition of businesses, net of cash acquired | Acquisition of businesses, net of cash acquired | | (95,160) | | | (67,090) | | Acquisition of businesses, net of cash acquired | | 0 | | | (95,160) | |
| Net proceeds from disposition of business, property and equipment | Net proceeds from disposition of business, property and equipment | | 1,930 | | | 10 | | Net proceeds from disposition of business, property and equipment | | 140 | | | 2,110 | |
| Net cash used for investing activities of continuing operations | | (110,900) | | | (89,080) | | |
| Net cash used for investing activities of discontinued operations | | 0 | | | (1,350) | | |
| | Net cash used for investing activities | Net cash used for investing activities | | (110,900) | | | (90,430) | | Net cash used for investing activities | | (18,190) | | | (102,300) | |
| Cash Flows from Financing Activities: | Cash Flows from Financing Activities: | | | | | Cash Flows from Financing Activities: | | | | |
| | Retirement of senior notes | | Retirement of senior notes | | (300,000) | | | 0 | |
| Proceeds from issuance of senior notes | | Proceeds from issuance of senior notes | | 400,000 | | | 0 | |
| | Proceeds from borrowings on revolving credit facilities | Proceeds from borrowings on revolving credit facilities | | 300,950 | | | 145,540 | | Proceeds from borrowings on revolving credit facilities | | 0 | | | 245,700 | |
| Repayments of borrowings on revolving credit facilities | Repayments of borrowings on revolving credit facilities | | (303,240) | | | (145,090) | | Repayments of borrowings on revolving credit facilities | | (48,620) | | | (247,320) | |
| | Debt financing fees and senior notes redemption premium | | Debt financing fees and senior notes redemption premium | | (13,570) | | | 0 | |
| | Shares surrendered upon exercise and vesting of equity awards to cover taxes | Shares surrendered upon exercise and vesting of equity awards to cover taxes | | (2,600) | | | (3,240) | | Shares surrendered upon exercise and vesting of equity awards to cover taxes | | (4,620) | | | (2,570) | |
| | Payments to purchase common stock | Payments to purchase common stock | | (36,050) | | | (21,090) | | Payments to purchase common stock | | (14,210) | | | (31,570) | |
| | Net cash used for financing activities of continuing operations | | (40,940) | | | (23,880) | | |
| Net cash provided by financing activities of discontinued operations | | 0 | | | 0 | | |
| Net cash used for financing activities | | (40,940) | | | (23,880) | | |
| | Net cash provided by (used for) financing activities | | Net cash provided by (used for) financing activities | | 18,980 | | | (35,760) | |
| Cash and Cash Equivalents: | Cash and Cash Equivalents: | | | | | Cash and Cash Equivalents: | | | | |
| Decrease for the period | | (72,730) | | | (50,210) | | |
| Increase (decrease) for the period | | Increase (decrease) for the period | | 43,460 | | | (107,220) | |
| At beginning of period | At beginning of period | | 172,470 | | | 108,150 | | At beginning of period | | 73,950 | | | 172,470 | |
| At end of period | At end of period | | $ | 99,740 | | | $ | 57,940 | | At end of period | | $ | 117,410 | | | $ | 65,250 | |
| Supplemental disclosure of cash flow information: | Supplemental disclosure of cash flow information: | | | | | Supplemental disclosure of cash flow information: | | | | |
| Cash paid for interest | Cash paid for interest | | $ | 7,490 | | | $ | 6,570 | | Cash paid for interest | | $ | 6,170 | | | $ | 7,150 | |
| Cash paid for taxes | Cash paid for taxes | | $ | 6,660 | | | $ | 15,690 | | Cash paid for taxes | | $ | 4,420 | | | $ | 3,410 | |
The accompanying notes are an integral part of these consolidated financial statements.
TriMas Corporation
Consolidated Statement of Shareholders' Equity
NineSix Months Ended SeptemberJune 30, 20202021 and 20192020
(Unaudited—dollars in thousands)
| | | Common
Stock | | Paid-in
Capital | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Loss | | Total | | Common
Stock | | Paid-in
Capital | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Loss | | Total |
| Balances, December 31, 2019 | | $ | 450 | | | $ | 782,880 | | | $ | (79,850) | | | $ | (6,000) | | | $ | 697,480 | | |
| Balances, December 31, 2020 | | Balances, December 31, 2020 | | $ | 430 | | | $ | 749,050 | | | $ | (159,610) | | | $ | (5,620) | | | $ | 584,250 | |
| Net income | Net income | | — | | | — | | | 13,120 | | | — | | | 13,120 | | Net income | | — | | | — | | | 13,060 | | | — | | | 13,060 | |
| Other comprehensive loss | | — | | | — | | | — | | | (3,680) | | | (3,680) | | |
| Other comprehensive income | | Other comprehensive income | | — | | | — | | | — | | | 630 | | | 630 | |
| | Purchase of common stock | Purchase of common stock | | (20) | | | (31,550) | | | — | | | — | | | (31,570) | | Purchase of common stock | | 0 | | | (2,640) | | | — | | | — | | | (2,640) | |
| Shares surrendered upon exercise and vesting of equity awards to cover taxes | Shares surrendered upon exercise and vesting of equity awards to cover taxes | | — | | | (1,830) | | | — | | | — | | | (1,830) | | Shares surrendered upon exercise and vesting of equity awards to cover taxes | | — | | | (1,770) | | | — | | | — | | | (1,770) | |
| | Non-cash compensation expense | Non-cash compensation expense | | — | | | 1,940 | | | — | | | — | | | 1,940 | | Non-cash compensation expense | | — | | | 2,440 | | | — | | | — | | | 2,440 | |
| | Balances, March 31, 2020 | | $ | 430 | | | $ | 751,440 | | | $ | (66,730) | | | $ | (9,680) | | | $ | 675,460 | | |
| Net loss | | — | | | — | | | (15,700) | | | — | | | (15,700) | | |
| Other comprehensive loss | | — | | | — | | | — | | | (660) | | | (660) | | |
| | Shares surrendered upon exercise and vesting of equity awards to cover taxes | | — | | | (740) | | | — | | | — | | | (740) | | |
| | Non-cash compensation expense | | 10 | | | 2,730 | | | — | | | — | | | 2,740 | | |
| Balances, June 30, 2020 | | $ | 440 | | | $ | 753,430 | | | $ | (82,430) | | | $ | (10,340) | | | $ | 661,100 | | |
| Net loss | | — | | | — | | | (100,870) | | | — | | | (100,870) | | |
| Balances, March 31, 2021 | | Balances, March 31, 2021 | | $ | 430 | | | $ | 747,080 | | | $ | (146,550) | | | $ | (4,990) | | | $ | 595,970 | |
| Net income | | Net income | | — | | | — | | | 11,840 | | | — | | | 11,840 | |
| Other comprehensive income | Other comprehensive income | | — | | | — | | | — | | | 1,320 | | | 1,320 | | Other comprehensive income | | — | | | — | | | — | | | 990 | | | 990 | |
| Purchase of common stock | Purchase of common stock | | (10) | | | (4,470) | | | — | | | — | | | (4,480) | | Purchase of common stock | | — | | | (11,570) | | | — | | | — | | | (11,570) | |
| Shares surrendered upon exercise and vesting of equity awards to cover taxes | Shares surrendered upon exercise and vesting of equity awards to cover taxes | | — | | | (30) | | | — | | | — | | | (30) | | Shares surrendered upon exercise and vesting of equity awards to cover taxes | | — | | | (2,850) | | | — | | | — | | | (2,850) | |
| | Non-cash compensation expense | Non-cash compensation expense | | — | | | 930 | | | — | | | — | | | 930 | | Non-cash compensation expense | | 0 | | | 3,220 | | | — | | | — | | | 3,220 | |
| Balances, September 30, 2020 | | $ | 430 | | | $ | 749,860 | | | $ | (183,300) | | | $ | (9,020) | | | $ | 557,970 | | |
| Balances, June 30, 2021 | | Balances, June 30, 2021 | | $ | 430 | | | $ | 735,880 | | | $ | (134,710) | | | $ | (4,000) | | | $ | 597,600 | |
| |
The accompanying notes are an integral part of these consolidated financial statements. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common
Stock | | Paid-in
Capital | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Loss | | Total |
| Balances, December 31, 2019 | | $ | 450 | | | $ | 782,880 | | | $ | (79,850) | | | $ | (6,000) | | | $ | 697,480 | |
| Net income | | — | | | — | | | 13,120 | | | — | | | 13,120 | |
| Other comprehensive loss | | — | | | — | | | — | | | (3,680) | | | (3,680) | |
| | | | | | | | | | |
| Purchase of common stock | | (20) | | | (31,550) | | | — | | | — | | | (31,570) | |
| Shares surrendered upon exercise and vesting of equity awards to cover taxes | | — | | | (1,830) | | | — | | | — | | | (1,830) | |
| | | | | | | | | | |
| | | | | | | | | | |
| Non-cash compensation expense | | — | | | 1,940 | | | — | | | — | | | 1,940 | |
| | | | | | | | | | |
| Balances, March 31, 2020 | | $ | 430 | | | $ | 751,440 | | | $ | (66,730) | | | $ | (9,680) | | | $ | 675,460 | |
| Net loss | | — | | | — | | | (15,700) | | | — | | | (15,700) | |
| Other comprehensive loss | | — | | | — | | | — | | | (660) | | | (660) | |
| | | | | | | | | | |
| Shares surrendered upon exercise and vesting of equity awards to cover taxes | | — | | | (740) | | | — | | | — | | | (740) | |
| Non-cash compensation expense | | 10 | | | 2,730 | | | — | | | — | | | 2,740 | |
| Balances, June 30, 2020 | | $ | 440 | | | $ | 753,430 | | | $ | (82,430) | | | $ | (10,340) | | | $ | 661,100 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
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TriMas Corporation
Consolidated Statement of Shareholders' Equity (Continued)
Nine Months Ended September 30, 2020 and 2019
(Unaudited—dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common
Stock | | Paid-in
Capital | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Loss | | Total |
| Balances, December 31, 2018 | | $ | 460 | | | $ | 816,500 | | | $ | (179,660) | | | $ | (16,850) | | | $ | 620,450 | |
| Net income | | — | | | — | | | 19,090 | | | — | | | 19,090 | |
| Other comprehensive income | | — | | | — | | | — | | | 3,020 | | | 3,020 | |
| | | | | | | | | | |
| Purchase of common stock | | — | | | (670) | | | — | | | — | | | (670) | |
| Shares surrendered upon exercise and vesting of equity awards to cover taxes | | — | | | (2,620) | | | — | | | — | | | (2,620) | |
| | | | | | | | | | |
| | | | | | | | | | |
| Non-cash compensation expense | | — | | | 1,320 | | | — | | | — | | | 1,320 | |
| Impact of accounting standards adoption | | — | | | — | | | 1,190 | | | (1,270) | | | (80) | |
| Balances, March 31, 2019 | | $ | 460 | | | $ | 814,530 | | | $ | (159,380) | | | $ | (15,100) | | | $ | 640,510 | |
| Net income | | — | | | — | | | 22,020 | | | — | | | 22,020 | |
| Other comprehensive loss | | — | | | — | | | — | | | (1,530) | | | (1,530) | |
| Purchase of common stock | | (10) | | | (14,740) | | | — | | | — | | | (14,750) | |
| Shares surrendered upon exercise and vesting of equity awards to cover taxes | | — | | | (610) | | | — | | | — | | | (610) | |
| Non-cash compensation expense | | — | | | 1,720 | | | — | | | — | | | 1,720 | |
| Balances, June 30, 2019 | | $ | 450 | | | $ | 800,900 | | | $ | (137,360) | | | $ | (16,630) | | | $ | 647,360 | |
| Net income | | — | | | — | | | 19,110 | | | — | | | 19,110 | |
| Other comprehensive income | | — | | | — | | | — | | | 180 | | | 180 | |
| Purchase of common stock | | — | | | (5,670) | | | — | | | — | | | (5,670) | |
| Shares surrendered upon exercise and vesting of equity awards to cover taxes | | — | | | (10) | | | — | | | — | | | (10) | |
| | | | | | | | | | |
| | | | | | | | | | |
| Non-cash compensation expense | | — | | | 1,090 | | | — | | | — | | | 1,090 | |
| Balances, September 30, 2019 | | $ | 450 | | | $ | 796,310 | | | $ | (118,250) | | | $ | (16,450) | | | $ | 662,060 | |
| | | | | | | | | | |
| | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
TriMas Corporation ("TriMas" or the "Company"), and its consolidated subsidiaries, designs, engineers and manufactures innovative products under leading brand names for customers primarily in the consumer products, aerospace & defense, and industrial markets.
In the second quarter of 2020, the Company elected to change its method of accounting for asbestos-related defense costs from accruing for probable and reasonably estimable defense costs associated with known claims expected to settle to accrue for all future defense costs for both known and unknown claims, which the Company now believes are reasonably estimable. The Company believes this change is preferable, as asbestos-related defense costs represent expenditures related to legacy activities that do not contribute to current or future revenue generating activities, and recording an estimate of the full liability for asbestos-related costs, where estimable with reasonable precision, provides a more complete assessment of the liability associated with resolving asbestos-related claims. This accounting change has been reflected as a change in accounting estimate effected by a change in accounting principle. See Note 15, "Commitments and Contingencies," for further information on this change.
In the first quarter of 2020, TriMas began reporting its machined components operations, located in Stanton, California and Tolleson, Arizona, as part of its Aerospace segment. The operations were previously reported in the Specialty Products segment. The move of these operations into TriMas Aerospace facilitates a more rapid approach to achieving anticipated synergies from the recent RSA Engineered Products ("RSA") acquisition, allowing the Company to better leverage the machining competencies and resources across its aerospace businesses. See Note 16, "Segment Information," for further information on each of the Company's reportable segments.
In addition, on December 20, 2019, the Company completed the sale of its Lamons division (“Lamons”), a transaction entered into with an investment fund sponsored by First Reserve on November 1, 2019. Lamons was sold for approximately $135 million in cash. The financial results of Lamons were previously reported within the Company's Specialty Products segment, and are presented as discontinued operations for all periods presented in the financial statements attached hereto. See Note 3, "Discontinued Operations," for further information on the sale of Lamons and its historical financial results.
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and, in the opinion of management, contain all adjustments, including adjustments of a normal and recurring nature, necessary for a fair presentation of financial position and results of operations. The preparation of financial statements also requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities. Actual results may differ from such estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the ongoing outbreak of a new strain of the coronavirus and related variants (“COVID-19”). While the full impact of the COVID-19 pandemic is unknown and cannot be reasonably estimated at this time, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are differences between these estimates and actual results, the Company's consolidated financial statements may be materially affected.
Results of operations for interim periods are not necessarily indicative of results for the full year, and certain prior year amounts have been reclassified to conform to current year presentation.year. The accompanying consolidated financial statements and notes thereto should be read in conjunction with the Company's 20192020 Annual Report on Form 10-K.
2. New Accounting Pronouncements
Recently Issued Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which removes specific exceptions to the general principles in Topic 740, simplifies the accounting for income taxes and provides clarification of certain aspects of current guidance. ASU 2019-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted. The Company is in the process of assessing the impact of adoption on its consolidated financial statements.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
In August 2018, the FASB issued ASU 2018-14, "Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20)" ("ASU 2018-14"), which modifies the disclosure requirements for employers who sponsor defined benefit pension or other postretirement plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020, with early adoption permitted. ASU 2018-14 is to be applied retrospectively to all periods presented. The Company is in the process of assessing the impact of adoption on its consolidated financial statements.
Recently Adopted Accounting Pronouncements
In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which simplifies the test for goodwill impairment by eliminating the requirement to perform a hypothetical purchase price allocation to measure the amount of goodwill impairment. Instead, under ASU 2017-04, the goodwill impairment is the amount by which a reporting unit's carrying value exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The Company adopted ASU 2017-04 on January 1, 2020. See Note 8, "Goodwill and Other Intangible Assets," for further information on the Company's third quarter 2020 interim goodwill impairment assessment.
3. Discontinued Operations
On December 20, 2019, the Company completed the sale of Lamons to two wholly-owned subsidiaries of an investment fund sponsored by First Reserve, pursuant to an Asset and Stock Purchase Agreement dated as of November 1, 2019 (the “Purchase Agreement”), for a purchase price of $135 million, subject to certain adjustments as set forth in the Purchase Agreement. The purchase price was finalized in the first quarter of 2020 and resulted in a $1.8 million payment to the Company.
The Company's historical results for Lamons are shown in the accompanying consolidated statement of operations as a discontinued operation. Results of discontinued operations are summarized as follows (dollars in thousands):
| | | | | | | | | | | | | | |
| | | Three months ended
September 30, | | Nine months ended
September 30, |
| | | 2019 | | 2019 |
| Net sales | | $ | 48,420 | | | $ | 144,880 | |
| Cost of sales | | (36,170) | | | (108,040) | |
| Gross profit | | 12,250 | | | 36,840 | |
| Selling, general and administrative expenses | | (7,130) | | | (21,620) | |
| Operating profit | | 5,120 | | | 15,220 | |
| | | | |
| Other income, net | | 10 | | | 30 | |
| | | | |
| Income from discontinued operations, before income taxes | | 5,130 | | | 15,250 | |
| Income tax expense | | (1,260) | | | (3,540) | |
| Income from discontinued operations, net of tax | | $ | 3,870 | | | $ | 11,710 | |
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
4. Revenue
The following table presents the Company’s disaggregated net sales by primary market served (dollars in thousands):
| | | Three months ended September 30, | | Nine months ended September 30, | | Three months ended June 30, | | Six months ended June 30, |
| Customer Markets | Customer Markets | | 2020 | | 2019 | | 2020 | | 2019 | Customer Markets | | 2021 | | 2020 | | 2021 | | 2020 |
| Consumer Products | Consumer Products | | $ | 114,220 | | | $ | 82,500 | | | $ | 298,060 | | | $ | 233,250 | | Consumer Products | | $ | 112,900 | | | $ | 104,530 | | | $ | 218,020 | | | $ | 183,590 | |
| Aerospace & Defense | Aerospace & Defense | | 39,130 | | | 50,560 | | | 130,670 | | | 145,650 | | Aerospace & Defense | | 44,560 | | | 42,610 | | | 89,170 | | | 91,530 | |
| Industrial | Industrial | | 46,110 | | | 55,350 | | | 153,070 | | | 173,710 | | Industrial | | 61,530 | | | 52,410 | | | 118,530 | | | 107,220 | |
| Total net sales | Total net sales | | $ | 199,460 | | | $ | 188,410 | | | $ | 581,800 | | | $ | 552,610 | | Total net sales | | $ | 218,990 | | | $ | 199,550 | | | $ | 425,720 | | | $ | 382,340 | |
The Company’s Packaging segment earns revenues from the consumer products (comprised of the beauty and personal care, home care, food and beverage, pharmaceutical and nutraceutical submarkets) and industrial markets. The Aerospace segment earns revenues from the aerospace & defense market (comprised of commercial, regional and business jet and military submarkets). The Specialty Products segment earns revenues from a variety of submarkets within the industrial market.
5.3. Realignment Actions
2021 Realignment Actions
During the six months ended June 30, 2021, the Company executed certain realignment actions in response to reductions in current and expected future end market demand. First, the Company closed its Packaging segment's Union City, California manufacturing facility, consolidating the operation into its Indianapolis, Indiana and Woodridge, Illinois facilities. The Company also realigned its Aerospace segment footprint, consolidating certain activities previously in its Stanton, California facilities into its Tolleson, Arizona facility. In addition, the Company also reorganized its corporate office legal and finance groups. The Company recorded pre-tax realignment charges of approximately $4.2 million and $8.2 million during the three and six months ended June 30, 2021, respectively. Of these costs, approximately $0.7 million and $2.2 million during the three and six months ended June 30, 2021, respectively, related to facility consolidations, and approximately $3.5 million and $6.0 million, respectively, were for employee separation costs. As of June 30, 2021, approximately $1.0 million of the employee separation costs had been paid. For the three and six months ended June 30, 2021, approximately $0.9 million and $2.7 million of these charges were included in costs of sales, respectively, and approximately $3.3 million and $5.5 million were included in selling, general and administrative expenses, respectively, in the accompanying consolidated statement of operations.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
2020 Realignment Actions
In the three and nine months ended SeptemberJune 30, 2020, the Company executed certain realignment actions, primarily in its Aerospace and Specialty Products segments, in response to reductions in current and expected future end market demand. During the nine months ended September 30, 2020, theThe Company recorded a non-cash charge of approximately $13.2 million related to inventory reductions, primarily as a result of a strategic decision in its Arrow Engine division to narrow its product line focus. During the three and nine months ended September 30, 2020, theThe Company also recorded a non-cash chargescharge of approximately $0.1$2.2 million and $2.3 million, respectively, related to certain production equipment removed from service given reduced demand levels. In addition, the Company reduced its employment levels given lower customer demand during second quarter 2020, incurring approximately $0.5$3.1 million and $3.6 million during the three and nine months ended September 30, 2020, respectively, in severance charges, of which approximately $2.9$1.9 million was paid by SeptemberJune 30, 2020. For the three and nine months ended SeptemberJune 30, 2020, approximately $0.4$16.0 million and $16.4$2.5 million of these charges were included in cost of sales respectively, and approximately $0.2 million and $2.7 million were included in selling, general and administrative expenses, respectively, in the accompanying consolidated statement of operations.
6.4. Acquisitions
2020 Acquisitions
On December 15, 2020, the Company acquired Affaba & Ferrari Srl ("Affaba & Ferrari"), which specializes in the design, development and manufacture of precision caps and closures for food & beverage and industrial product applications, for an aggregate amount of approximately $98.4 million, net of cash acquired, subject to normal course adjustments, which are expected to be completed in the third quarter of 2021. The fair value of assets acquired and liabilities assumed included approximately $49.1 million of goodwill, $35.1 million of intangible assets, $9.4 million of net working capital, $17.4 million of property and equipment, and $12.6 million of net deferred tax liabilities. Affaba & Ferrari, which is reported in the Company's Packaging segment, operates out of a highly automated manufacturing facility and support office located in Borgo San Giovanni, Italy and historically generated approximately $34 million in annual revenue.
On April 17, 2020, the Company acquired the Rapak® brand, including certain bag-in-box product lines and assets ("Rapak"), for an aggregate amount of approximately $11.4 million, subject to normal course adjustments.million. Rapak, which is reported in the Company's Packaging segment, has manufacturing locations in Indiana California and Illinois and historically generated approximately $30 million in annual revenue.
On February 27, 2020, the Company acquired RSA Engineered Products ("RSA"), a manufacturer of complex, highly-engineered and proprietary ducting, connectors and related products for air management systems used in aerospace and defense applications, for an aggregate amount of approximately $83.7 million, net of cash acquired, subject to normal course adjustments.acquired. The fair value of assets acquired and liabilities assumed included approximately $80.2$43.3 million of goodwill, and$36.9 million of intangible assets, $10.1 million of net working capital, $2.1 million of property and equipment, and $8.7 million of net deferred tax liabilities. RSA, which is reported in the Company's Aerospace segment, is located in Simi Valley, California and historically generated approximately $30 million in annual revenue.
In connection with the acquisitions, the Company recorded approximately $2.8 million of non-cash purchase accounting-related expenses during the nine months ended September 30, 2020 within cost of sales related to the step-up in value and subsequent sale of inventory.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
2019 Acquisitions
In April 2019, the Company acquired Taplast S.p.A. ("Taplast"), a designer and manufacturer of dispensers, closures and containers for the beauty and personal care, home care, and food and beverage packaging markets, for an aggregate amount of approximately $44.7 million, net of cash acquired. With manufacturing locations in both Italy and Slovakia, Taplast serves markets in Europe and North America and historically generated approximately $32 million in annual revenue. Taplast is reported in the Company's Packaging segment.
In January 2019, the Company acquired Plastic Srl, a manufacturer of single-bodied and assembled polymeric caps and closures for use in home care products, for an aggregate amount of approximately $22.4 million, net of cash acquired. Located in Italy, Plastic Srl serves the home care market throughout Italy and other European countries and historically generated approximately $12 million in annual revenue. Plastic Srl is reported in the Company's Packaging segment.
In connection with the acquisitions, the Company recorded approximately $1.2 million of non-cash purchase accounting-related expenses during the nine months ended September 30, 2019, of which approximately $0.9 million was recognized within selling, general and administrative expenses, primarily related to the write-off of the Plastic Srl trade name acquired that will not be used. In addition, approximately $0.3 million was recognized during the nine months ended September 30, 2019, within cost of sales related to the step-up in value and subsequent sale of inventory.
7.5. Cash and Cash Equivalents
Cash and cash equivalents consists of the following components (dollars in thousands):
| | | | | September 30,
2020 | | December 31,
2019 | | | June 30,
2021 | | December 31,
2020 |
| Cash and cash equivalents - unrestricted | Cash and cash equivalents - unrestricted | | $ | 89,200 | | | $ | 172,470 | | Cash and cash equivalents - unrestricted | | $ | 106,250 | | | $ | 62,790 | |
Cash - restricted | Cash - restricted | | 10,540 | | | 0 | | Cash - restricted | | 11,160 | | | 11,160 | |
| Total cash and cash equivalents | Total cash and cash equivalents | | $ | 99,740 | | | $ | 172,470 | | Total cash and cash equivalents | | $ | 117,410 | | | $ | 73,950 | |
__________________________
As of September 30, 2020, the Company(a) Includes cash placed cash on deposit with a financial institution to be held as cash collateral for the Company's outstanding letters of credit. Prior to the third quarter of 2020, the Company used a portion of its credit agreement as collateral for letters of credit, which decreased availability under its revolving credit facility. See Note 11, "Long-term Debt," for further information on its credit agreement.
8. Goodwill and Other Intangible Assets
Goodwill
The Company assesses goodwill and other intangible assets for impairment on an annual basis as of October 1, and more frequently if there are changes in the business climate or as a result of a triggering event taking place. During the third quarter of 2020, as a result of a decline in its aerospace-related business' financial results, a significant reduction in its financial projections for the remainder of 2020 compared with prior projections, and uncertainty around the duration and magnitude of the impact of the COVID-19 pandemic on future financial results given their dependence on future levels of air travel and new aircraft builds, the Company determined there was a triggering event requiring an interim quantitative goodwill impairment assessment of each of its two aerospace-related reporting units: Aerospace Fasteners and Aerospace Engineered Products.
In preparing the quantitative analysis, the Company utilized both income and market-based approaches. The income-based approach was conducted using the discounted cash flow method, for which management updated its internal five-year forecast, and reflected its current best estimates of when, and at what level, a recovery of air travel, new aircraft builds, and resulting customer orders would occur and the related impact on each reporting unit's future sales, earnings and cash flows. Assumptions in estimating the future cash flows were based on Level 3 inputs under the fair value hierarchy. The Company also selected appropriate terminal growth rates as well as discount rates, which considered various factors including the level of inherent risk in achieving the forecast based on prior history and current market conditions. The market-based approach considered potentially comparable publicly traded companies and transactions within the aerospace industry and applied their trading multiples to management's forecast estimates.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Upon completion of the quantitative goodwill impairment tests, the Company determined that the carrying values of the Aerospace Fasteners6. Goodwill and Aerospace Engineered Products reporting units exceeded their fair values, resulting goodwill impairment charges of approximately $70.8 million in its Aerospace Fasteners reporting unit and approximately $56.0 million in its Aerospace Engineered Products reporting unit during the three and nine month periods ended September 30, 2020. Following the impairment charges, the Aerospace Fasteners reporting unit has $62.9 million of remaining goodwill, while the Aerospace Engineered Products reporting unit has 0 remaining goodwill. The Company notes that a 1% change in the discount rate would have impacted the total goodwill impairment charge by approximately $20 million, while a 0.5% change in the terminal growth rate would have impacted the total goodwill impairment charge by approximately $5 million. If the future financial results of the aerospace-related businesses significantly differ from the assumptions inherent in this analysis, the Company may be subject to further impairment charges.
In the first quarter of 2020, the Company began reporting its machined components operations within the Aerospace segment. These operations were previously reported in the Company's Specialty Products segment. As a result of the reporting structure change, goodwill of approximately $12.7 million was reassigned from the Specialty Products segment to the Aerospace segment.Other Intangible Assets
Changes in the carrying amount of goodwill for the ninesix months ended SeptemberJune 30, 20202021 are summarized as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Packaging | | Aerospace | | Specialty Products | | Total |
| Balance, December 31, 2019 | $ | 181,650 | | | $ | 133,690 | | | $ | 19,300 | | | $ | 334,640 | |
| Goodwill from acquisitions | 0 | | | 43,260 | | | 0 | | | 43,260 | |
| Goodwill reassigned in segment realignment | 0 | | | 12,740 | | | (12,740) | | | 0 | |
| Impairment charge | 0 | | | (126,840) | | | 0 | | | (126,840) | |
| | | | | | | |
| Foreign currency translation and other | 810 | | | 0 | | | 0 | | | 810 | |
| Balance, September 30, 2020 | $ | 182,460 | | | $ | 62,850 | | | $ | 6,560 | | | $ | 251,870 | |
Other Intangible Assets
As a result of the significant forecast reduction in the Company's aerospace-related businesses, the Company also performed an interim quantitative assessment for the indefinite-lived intangible assets within the Aerospace segment, using the relief-from-royalty method. Significant management assumptions used under the relief-from-royalty method reflected the Company's current assessment of the risks and uncertainties associated with the aerospace industry. Upon completion of the quantitative impairment test, the Company determined that certain of the Company's aerospace-related trade names had carrying values that exceeded their fair values, and therefore recorded impairment charges of approximately $7.8 million during the three and nine month periods ended September 30, 2020.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Packaging | | Aerospace | | Specialty Products | | Total |
| Balance, December 31, 2020 | $ | 234,560 | | | $ | 62,850 | | | $ | 6,560 | | | $ | 303,970 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Foreign currency translation and other | (2,540) | | | 0 | | | 0 | | | (2,540) | |
| Balance, June 30, 2021 | $ | 232,020 | | | $ | 62,850 | | | $ | 6,560 | | | $ | 301,430 | |
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 are summarized below (dollars in thousands):
| | | As of September 30, 2020 | | As of December 31, 2019 | | As of June 30, 2021 | | As of December 31, 2020 |
| Intangible Category by Useful Life | Intangible Category by Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Gross Carrying Amount | | Accumulated Amortization | Intangible Category by Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Gross Carrying Amount | | Accumulated Amortization |
| Finite-lived intangible assets: | Finite-lived intangible assets: | | | | | | | | | Finite-lived intangible assets: | | | | | | | | |
| Customer relationships, 5 – 12 years | Customer relationships, 5 – 12 years | | $ | 100,610 | | | $ | (56,810) | | | $ | 73,860 | | | $ | (49,910) | | Customer relationships, 5 – 12 years | | $ | 122,010 | | | $ | (65,350) | | | $ | 122,970 | | | $ | (59,470) | |
| Customer relationships, 15 – 25 years | Customer relationships, 15 – 25 years | | 122,270 | | | (60,840) | | | 122,280 | | | (56,010) | | Customer relationships, 15 – 25 years | | 122,280 | | | (65,300) | | | 122,280 | | | (62,450) | |
| Total customer relationships | Total customer relationships | | 222,880 | | | (117,650) | | | 196,140 | | | (105,920) | | Total customer relationships | | 244,290 | | | (130,650) | | | 245,250 | | | (121,920) | |
| Technology and other, 1 – 15 years | Technology and other, 1 – 15 years | | 54,110 | | | (32,020) | | | 52,430 | | | (29,790) | | Technology and other, 1 – 15 years | | 57,180 | | | (34,480) | | | 57,180 | | | (32,800) | |
| Technology and other, 17 – 30 years | Technology and other, 17 – 30 years | | 43,300 | | | (39,090) | | | 43,300 | | | (37,620) | | Technology and other, 17 – 30 years | | 43,300 | | | (39,680) | | | 43,300 | | | (39,450) | |
| Total technology and other | Total technology and other | | 97,410 | | | (71,110) | | | 95,730 | | | (67,410) | | Total technology and other | | 100,480 | | | (74,160) | | | 100,480 | | | (72,250) | |
| Indefinite-lived intangible assets: | Indefinite-lived intangible assets: | | Indefinite-lived intangible assets: | |
| Trademark/Trade names | Trademark/Trade names | | 44,060 | | | — | | | 42,850 | | | — | | Trademark/Trade names | | 54,190 | | | — | | | 54,640 | | | — | |
| Total other intangible assets | Total other intangible assets | | $ | 364,350 | | | $ | (188,760) | | | $ | 334,720 | | | $ | (173,330) | | Total other intangible assets | | $ | 398,960 | | | $ | (204,810) | | | $ | 400,370 | | | $ | (194,170) | |
Amortization expense related to intangible assets as included in the accompanying consolidated statement of operations is summarized as follows (dollars in thousands):
| | | Three months ended September 30, | | Nine months ended September 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2020 | | 2019 | | 2020 | | 2019 | | 2021 | | 2020 | | 2021 | | 2020 |
| Technology and other, included in cost of sales | Technology and other, included in cost of sales | | $ | 1,240 | | | $ | 1,190 | | | $ | 3,710 | | | $ | 3,590 | | Technology and other, included in cost of sales | | $ | 950 | | | $ | 1,260 | | | $ | 1,900 | | | $ | 2,470 | |
| Customer relationships, included in selling, general and administrative expenses | Customer relationships, included in selling, general and administrative expenses | | 4,070 | | | 3,460 | | | 11,750 | | | 10,440 | | Customer relationships, included in selling, general and administrative expenses | | 4,440 | | | 4,040 | | | 8,880 | | | 7,680 | |
| Total amortization expense | Total amortization expense | | $ | 5,310 | | | $ | 4,650 | | | $ | 15,460 | | | $ | 14,030 | | Total amortization expense | | $ | 5,390 | | | $ | 5,300 | | | $ | 10,780 | | | $ | 10,150 | |
9.7. Inventories
Inventories consist of the following components (dollars in thousands):
| | | | | September 30,
2020 | | December 31,
2019 | | | June 30,
2021 | | December 31,
2020 |
| Finished goods | Finished goods | | $ | 74,440 | | | $ | 68,350 | | Finished goods | | $ | 77,850 | | | $ | 78,010 | |
| Work in process | Work in process | | 29,640 | | | 30,560 | | Work in process | | 31,040 | | | 29,680 | |
| Raw materials | Raw materials | | 38,520 | | | 33,750 | | Raw materials | | 41,030 | | | 41,690 | |
| Total inventories | Total inventories | | $ | 142,600 | | | $ | 132,660 | | Total inventories | | $ | 149,920 | | | $ | 149,380 | |
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
10.8. Property and Equipment, Net
Property and equipment consists of the following components (dollars in thousands):
| | | | | September 30,
2020 | | December 31,
2019 | | | June 30,
2021 | | December 31,
2020 |
| Land and land improvements | Land and land improvements | | $ | 19,800 | | | $ | 19,110 | | Land and land improvements | | $ | 19,870 | | | $ | 20,040 | |
| Buildings | Buildings | | 87,540 | | | 84,880 | | Buildings | | 92,170 | | | 91,970 | |
| Machinery and equipment | Machinery and equipment | | 342,690 | | | 326,990 | | Machinery and equipment | | 397,290 | | | 384,010 | |
| | 450,030 | | | 430,980 | | | 509,330 | | | 496,020 | |
| Less: Accumulated depreciation | Less: Accumulated depreciation | | 234,400 | | | 216,650 | | Less: Accumulated depreciation | | 256,100 | | | 242,960 | |
| Property and equipment, net | Property and equipment, net | | $ | 215,630 | | | $ | 214,330 | | Property and equipment, net | | $ | 253,230 | | | $ | 253,060 | |
Depreciation expense as included in the accompanying consolidated statement of operations is as follows (dollars in thousands):
| | | Three months ended September 30, | | Nine months ended September 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2020 | | 2019 | | 2020 | | 2019 | | 2021 | | 2020 | | 2021 | | 2020 |
| Depreciation expense, included in cost of sales | Depreciation expense, included in cost of sales | | $ | 6,680 | | | $ | 6,040 | | | $ | 20,870 | | | $ | 17,480 | | Depreciation expense, included in cost of sales | | $ | 7,670 | | | $ | 7,830 | | | $ | 15,230 | | | $ | 14,190 | |
| Depreciation expense, included in selling, general and administrative expenses | Depreciation expense, included in selling, general and administrative expenses | | 250 | | | 300 | | | 830 | | | 850 | | Depreciation expense, included in selling, general and administrative expenses | | 310 | | | 280 | | | 600 | | | 580 | |
| Total depreciation expense | Total depreciation expense | | $ | 6,930 | | | $ | 6,340 | | | $ | 21,700 | | | $ | 18,330 | | Total depreciation expense | | $ | 7,980 | | | $ | 8,110 | | | $ | 15,830 | | | $ | 14,770 | |
11.9. Long-term Debt
The Company's long-term debt consists of the following (dollars in thousands):
| | | | | September 30,
2020 | | December 31,
2019 | | | June 30,
2021 | | December 31,
2020 |
| 4.125% Senior Notes due April 2029 | | 4.125% Senior Notes due April 2029 | | $ | 400,000 | | | $ | 0 | |
| 4.875% Senior Notes due October 2025 | 4.875% Senior Notes due October 2025 | | $ | 300,000 | | | $ | 300,000 | | 4.875% Senior Notes due October 2025 | | 0 | | | 300,000 | |
| | Credit Agreement | | Credit Agreement | | 0 | | | 50,450 | |
| | Debt issuance costs | Debt issuance costs | | (4,450) | | | (5,310) | | Debt issuance costs | | (6,630) | | | (4,160) | |
| | Long-term debt, net | Long-term debt, net | | $ | 295,550 | | | $ | 294,690 | | Long-term debt, net | | $ | 393,370 | | | $ | 346,290 | |
Senior Notes due 2029
In September 2017,March 2021, the Company issued $300.0$400.0 million aggregate principal amount of 4.875%4.125% senior notes due OctoberApril 15, 20252029 ("2029 Senior Notes") at par value in a private placement under Rule 144A of the Securities Act of 1933, as amended.amended ("Securities Act"). The Company used the proceeds from the 2029 Senior Notes offering to pay fees and expenses of approximately $5.1 million related to the offering and pay fees and expenses of $1.1 million related to amending its existing credit agreement. In connection with the issuance, during the second quarter of 2021, the Company completed the redemption of its outstanding 4.875% senior notes due October 15, 2025 ("2025 Senior Notes"), paying $300.0 million to retire the outstanding principal amount plus $7.3 million as a redemption premium. The remaining cash proceeds from the 2029 Senior Notes were used for general corporate purposes, including repaying all outstanding revolving credit facility borrowings. The $5.1 million of fees and expenses related to the 2029 Senior Notes were capitalized as debt issuance costs, while the $7.3 million redemption premium, as well as approximately $3.0 million of unamortized debt issuance costs associated with the 2025 Senior Notes, were included in debt financing and related expenses in the accompanying statement of operations in the six months ended June 30, 2021.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The 2029 Senior Notes accrue interest at a rate of 4.875%4.125% per annum, payable semi-annually in arrears on April 15 and October 15.15, commencing on October 15, 2021. The payment of principal and interest is jointly and severally guaranteed, on a senior unsecured basis, by certain subsidiaries of the Company (each a "Guarantor" and collectively the "Guarantors"). The 2029 Senior Notes are pari passu in right of payment with all existing and future senior indebtedness and effectively subordinated to all existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Prior to OctoberApril 15, 2020,2024, the Company may redeem up to 35%40% of the principal amount of the 2029 Senior Notes at a redemption price of 104.875%104.125% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of one or more equity offerings provided that each such redemption occurs within 90 days of the date of closing of each such equity offering. In addition, prior to April 15, 2024, the Company may redeem all or part of the 2029 Senior Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a "make whole" premium. On or after OctoberApril 15, 2020,2024, the Company may redeem all or part of the 2029 Senior Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on OctoberApril 15 of the years indicated below:
| | | | | | | | |
| Year | | Percentage |
| 2020 | | 102.438 | % |
| 2021 | | 101.219 | % |
| 2022 and thereafter | | 100.000 | % |
| | | | | | | | |
| Year | | Percentage |
| 2024 | | 102.063 | % |
| 2025 | | 101.031 | % |
| 2026 and thereafter | | 100.000 | % |
Senior Notes due 2025
In September 2017, the Company issued $300.0 million aggregate principal amount of its 2025 Senior Notes at par value in a private placement under Rule 144A of the Securities Act. During the three months ended June 30, 2021, and in connection with the issuance of the 2029 Senior Notes, the Company redeemed all of the outstanding 2025 Senior Notes, as permitted under the indenture, at a price of 102.438% of the principal amount.
Credit Agreement
TheDuring the first quarter of 2021, the Company is a party to aamended its credit agreement ("Credit Agreement") consistingin connection with the issuance of the 2029 Senior Notes to extend the maturity date. The Company incurred fees and expenses of approximately $1.1 million related to the amendment, all of which was capitalized as debt issuance costs. The Company also recorded approximately $0.2 million of non-cash expense related to the write-off of previously capitalized deferred financing fees. The Credit Agreement consists of a $300.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies, subject to a $125.0 million sub limit, maturesmaturing on September 20, 2022March 29, 2026 and is subject to interest at London Interbank Offered Rate ("LIBOR") plus 1.50%. The interest rate spread is based upon the leverage ratio, as defined, as of the most recent determination date.
The Credit Agreement also provides incremental revolving credit facility commitments in an amount not to exceed the greater of $200.0 million and an amount such that, after giving effect to such incremental commitments and the incurrence of any other indebtedness substantially simultaneously with the making of such commitments, the senior secured net leverage ratio, as defined, is no greater than 3.00 to 1.00. The terms and conditions of any incremental revolving credit facility commitments must be no more favorable than the existing credit facility.
The Company's revolving credit facility allows for the issuance of letters of credit, not to exceed $40.0 million in aggregate. During the three months ended September 30, 2020, theThe Company placedplaces cash on deposit with a financial institution to be held as cash collateral for the Company's outstanding letters of credit; therefore, as of SeptemberJune 30, 2021 and December 31, 2020, the Company had 0 letters of credit issued against its revolving credit facility. See Note 7,5, "Cash and Cash Equivalents," for further information on its cash deposit. At SeptemberJune 30, 2020,2021, the Company had 0 amounts outstanding under its revolving credit facility and had $300.0 million potentially available after giving effect to letters of credit issued and outstanding.available. At December 31, 2019,2020, the Company had 0 amounts$50.5 million outstanding under its revolving credit facility and had approximately $283.9$249.5 million potentially available after giving effect to approximately $16.1 million of letters of credit issued and outstanding.available. The Company's borrowing capacity was not reduced by leverage restrictions contained in the Credit Agreement as of SeptemberJune 30, 20202021 and December 31, 2019. The Company previously drew $150 million on its revolving credit facility in March 2020 to defend against potential uncertainty or liquidity issues in the financial markets as a result of the COVID-19 pandemic, but repaid this amount during second quarter 2020.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The debt under the Credit Agreement is an obligation of the Company and certain of its domestic subsidiaries and is secured by substantially all of the assets of such parties. Borrowings under the $125.0 million (equivalent) foreign currency sub limit of the $300.0 million senior secured revolving credit facility are secured by a cross-guarantee amongst, and a pledge of the assets of, the foreign subsidiary borrowers that are a party to the agreement. The Credit Agreement also contains various negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, including the ability, subject to certain exceptions and limitations, to incur debt, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, assets dispositions, sale-leaseback transactions, hedging agreements, dividends and other restricted payments, transactions with affiliates, restrictive agreements and amendments to charters, bylaws, and other material documents. The terms of the Credit Agreement also require the Company and its restricted subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a maximum total net leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined), a maximum senior secured net leverage ratio (total consolidated senior secured indebtedness, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over the sum of consolidated cash interest expense, as defined, and preferred dividends, as defined). At SeptemberJune 30, 2020,2021, the Company was in compliance with its financial covenants contained in the Credit Agreement.
Other Revolving Loan Facility
In May 2021, the Company, through one of its non-U.S. subsidiaries, entered into a revolving loan facility with a borrowing capacity of $4 million. The facility is guaranteed by TriMas Corporation. There were 0 borrowings on this loan facility during the three months ended June 30, 2021.
Fair Value of Debt
The valuations of the Senior Notes and other debtrevolving credit facility were determined based on Level 2 inputs under the fair value hierarchy, as defined. The carrying amounts and fair values were as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2020 | | December 31, 2019 |
| | Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
| Senior Notes | | $ | 300,000 | | | $ | 303,000 | | | $ | 300,000 | | | $ | 309,000 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2021 | | December 31, 2020 |
| | Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
| 4.125% Senior Notes due April 2029 | | $ | 400,000 | | | $ | 404,500 | | | $ | 0 | | | $ | 0 | |
| 4.875% Senior Notes due October 2025 | | 0 | | | 0 | | | 300,000 | | | 305,630 | |
| Revolving credit facility | | 0 | | | 0 | | | 50,450 | | | 50,450 | |
| | | | | | | | |
12.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
10. Derivative Instruments
Derivatives Designated as Hedging Instruments
In October 2018, theThe Company entered intouses cross-currency swap agreementscontracts to hedge its net investment in Euro-denominated assets against future volatility in the exchange rate between the U.S. dollar and the Euro. By doing so, the Company synthetically convertedconverts a portion of its U.S. dollar-based long-term debt into Euro-denominated long-term debt. TheAt inception, the Company designates its cross-currency swaps as net investment hedges.
As of June 30, 2021, the Company had cross-currency swap agreements have a five year tenor at notional amounts declining from $125.0totaling $250.0 million, which declines to $75.0$25.0 million over thevarious contract period.periods ending between April 15, 2022 and April 15, 2027. Under the terms of the swap agreements, the Company is to receive net interest payments at a fixed rate ofrates ranging from approximately 0.8% to 2.9% of the notional amount. At inception, the cross-currency swaps were designated as net investment hedges.amounts.
As of SeptemberJune 30, 20202021 and December 31, 2019,2020, the fair value carrying amount of the Company's derivativederivatives designated as hedging instruments are recorded as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | | | | Asset / (Liability) Derivatives |
| Derivatives designated as hedging instruments | | Balance Sheet Caption | | September 30,
2020 | | December 31,
2019 |
| Net Investment Hedges | | | | | | |
| Cross-currency swaps | | Other assets | | $ | 1,490 | | | $ | 4,460 | |
| | | | | | |
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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | | | | Asset / (Liability) Derivatives |
| Derivatives designated as hedging instruments | | Balance Sheet Caption | | June 30,
2021 | | December 31,
2020 |
| Net Investment Hedges | | | | | | |
| | | | | | |
| Cross-currency swaps | | Other long-term liabilities | | (580) | | | (5,000) | |
| | | | | | |
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The following table summarizes the income recognized in accumulated other comprehensive income (loss) ("AOCI") on derivative contracts designated as hedging instruments as of SeptemberJune 30, 20202021 and December 31, 2019,2020, and the amounts reclassified from AOCI into earnings for the three and ninesix months ended SeptemberJune 30, 20202021 and 20192020 (dollars in thousands):
| | | Amount of Income Recognized
in AOCI on Derivative
(Effective Portion, net of tax) | | Amount of Income (Loss) Reclassified
from AOCI into Earnings | | Amount of Loss Recognized
in AOCI on Derivatives
(Effective Portion, net of tax) | | Amount of Income (Loss) Reclassified
from AOCI into Earnings |
| | Three months ended
September 30, | | Nine months ended
September 30, | | Three months ended
June 30, | | Six months ended
June 30, |
| | As of
September 30,
2020 | | As of December 31, 2019 | | Location of Income (Loss) Reclassified from AOCI into Earnings (Effective Portion) | | 2020 | | 2019 | | 2020 | | 2019 | | As of
June 30,
2021 | | As of December 31, 2020 | | Location of Income (Loss) Reclassified from AOCI into Earnings (Effective Portion) | | 2021 | | 2020 | | 2021 | | 2020 |
| Net Investment Hedges | Net Investment Hedges | | | | | | | | | | | | | | Net Investment Hedges | | | | | | | | | | | | | |
| Cross-currency swaps | Cross-currency swaps | $ | 1,950 | | | $ | 4,230 | | | Other income, net | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | Cross-currency swaps | $ | (250) | | | $ | (3,580) | | | Other income (expense), net | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
|
Over the next 12 months, the Company does not0t expect to reclassify any pre-tax deferred amounts from AOCI into earnings.
Derivatives Not Designated as Hedging Instruments
As of SeptemberJune 30, 2020,2021, the Company was party to foreign currency exchange forward contracts to economically hedge changes in foreign currency rates with notional amounts of approximately $63.5$126.5 million. The Company uses foreign exchange contracts to mitigate the risk associated with fluctuations in currency rates impacting cash flows related to certain of its receivables, payables and intercompany transactions denominated in foreign currencies. The foreign exchange contracts primarily mitigate currency exposures between the U.S. dollar and the Euro, British pound, Mexican peso and the Chinese yuan, and have various settlement dates through December 2020.2021. These contracts are not designated as hedge instruments; therefore, gains and losses on these contracts are recognized each period directly into the consolidated statement of operations.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table summarizes the effects of derivatives not designated as hedging instruments on the Company's consolidated statement of operations (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Amount of Income Recognized in
Earnings on Derivatives |
| | | | Three months ended
September 30, | | Nine months ended
September 30, |
| | Location of Income
Recognized in
Earnings on Derivatives | | 2020 | | 2019 | | 2020 | | 2019 |
| Derivatives not designated as hedging instruments | | | | | | | | | | |
| Foreign exchange contracts | | Other income, net | | $ | 800 | | | $ | 1,170 | | | $ | 1,280 | | | $ | 1,390 | |
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Amount of Income (Loss) Recognized in
Earnings on Derivatives |
| | | | Three months ended
June 30, | | Six months ended
June 30, |
| | Location of Income (Loss)
Recognized in
Earnings on Derivatives | | 2021 | | 2020 | | 2021 | | 2020 |
| Derivatives not designated as hedging instruments | | | | | | | | | | |
| Foreign exchange contracts | | Other income (expense), net | | $ | (1,160) | | | $ | 550 | | | $ | 2,860 | | | $ | 480 | |
Fair Value of Derivatives
The fair value of the Company's derivatives are estimated using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of the Company's cross-currency swaps and foreign exchange contracts use observable inputs such as interest rate yield curves and forward currency exchange rates. Fair value measurements and the fair value hierarchy level for the Company's assets and liabilities measured at fair value on a recurring basis as of SeptemberJune 30, 20202021 and December 31, 20192020 are shown below (dollars in thousands):
| | Description | 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) | 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) |
| September 30, 2020 | | | | | | | | | | | |
| June 30, 2021 | | June 30, 2021 | | | | | | | | | | |
| Cross-currency swaps | Cross-currency swaps | | Recurring | | $ | 1,490 | | | $ | 0 | | | $ | 1,490 | | | $ | 0 | | Cross-currency swaps | | Recurring | | $ | (580) | | | $ | 0 | | | $ | (580) | | | $ | 0 | |
| Foreign exchange contracts | Foreign exchange contracts | | Recurring | | $ | (350) | | | $ | 0 | | | $ | (350) | | | $ | 0 | | Foreign exchange contracts | | Recurring | | $ | (670) | | | $ | 0 | | | $ | (670) | | | $ | 0 | |
| December 31, 2019 | | |
| December 31, 2020 | | December 31, 2020 | |
| Cross-currency swaps | Cross-currency swaps | | Recurring | | $ | 4,460 | | | $ | 0 | | | $ | 4,460 | | | $ | 0 | | Cross-currency swaps | | Recurring | | $ | (5,000) | | | $ | 0 | | | $ | (5,000) | | | $ | 0 | |
| Foreign exchange contracts | Foreign exchange contracts | | Recurring | | $ | (770) | | | $ | 0 | | | $ | (770) | | | $ | 0 | | Foreign exchange contracts | | Recurring | | $ | 140 | | | $ | 0 | | | $ | 140 | | | $ | 0 | |
13.11. Leases
The Company leases certain equipment and facilities under non-cancelable operating leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet; expense related to these leases is recognized on a straight-line basis over the lease term.
The components of lease expense are as follows (dollars in thousands):
| | | Three months ended September 30, | | Nine months ended September 30, | | | Three months ended June 30, | | Six months ended June 30, | |
| | 2020 | | 2019 | | 2020 | | 2019 | | | 2021 | | 2020 | | 2021 | | 2020 | |
| Operating lease cost | Operating lease cost | | $ | 2,110 | | | $ | 1,610 | | | $ | 5,780 | | | $ | 4,750 | | | Operating lease cost | | $ | 2,140 | | | $ | 2,020 | | | $ | 4,280 | | | $ | 3,670 | | |
| Short-term, variable and other lease costs | Short-term, variable and other lease costs | | 410 | | | 230 | | | 990 | | | 640 | | | Short-term, variable and other lease costs | | 430 | | | 270 | | | 860 | | | 580 | | |
| Total lease cost | Total lease cost | | $ | 2,520 | | | $ | 1,840 | | | $ | 6,770 | | | $ | 5,390 | | | Total lease cost | | $ | 2,570 | | | $ | 2,290 | | | $ | 5,140 | | | $ | 4,250 | | |
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Maturities of lease liabilities are as follows (dollars in thousands):
| | Year ended December 31, | Year ended December 31, | | Operating Leases(a) | Year ended December 31, | | Operating Leases(a) |
| 2020 (excluding the nine months ended September 30, 2020) | | $ | 2,080 | | |
| 2021 | | 7,680 | | |
| 2021 (excluding the six months ended June 30, 2021) | | 2021 (excluding the six months ended June 30, 2021) | | $ | 3,940 | |
| 2022 | 2022 | | 6,900 | | 2022 | | 7,720 | |
| 2023 | 2023 | | 5,940 | | 2023 | | 6,880 | |
| 2024 | 2024 | | 4,730 | | 2024 | | 6,000 | |
| 2025 | | 2025 | | 4,850 | |
| Thereafter | Thereafter | | 14,590 | | Thereafter | | 15,800 | |
| Total lease payments | Total lease payments | | 41,920 | | Total lease payments | | 45,190 | |
| Less: Imputed interest | Less: Imputed interest | | (5,330) | | Less: Imputed interest | | (5,770) | |
| Present value of lease liabilities | Present value of lease liabilities | | $ | 36,590 | | Present value of lease liabilities | | $ | 39,420 | |
__________________________
(a) The maturity table excludes cash flows associated with exited lease facilities. Liabilities for exited lease facilities are included in accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheet.
The weighted-average remaining lease term of the Company's operating leases as of SeptemberJune 30, 20202021 is approximately 6.67.0 years. The weighted-average discount rate as of SeptemberJune 30, 20202021 is approximately 4.5%4.2%.
Cash paid for amounts included in the measurement of operating lease liabilities was approximately $5.4$4.2 million and $4.9$3.0 million during the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively, and is included in cash flows provided by operating activities in the consolidated statement of cash flows.
Right-of-use assets obtained in exchange for lease liabilities were approximately $10.5$6.1 million primarily due to the acquisitions of RSA and Rapak, and $0.9$10.2 million during the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.
14.12. Other long-term liabilities
Other long-term liabilities consist of the following components (dollars in thousands):
| | | | | September 30,
2020 | | December 31,
2019 | | | June 30,
2021 | | December 31,
2020 |
| Non-current asbestos-related liabilities | Non-current asbestos-related liabilities | | $ | 26,840 | | | $ | 6,200 | | Non-current asbestos-related liabilities | | $ | 24,810 | | | $ | 26,170 | |
| Other long-term liabilities | Other long-term liabilities | | 30,410 | | | 34,610 | | Other long-term liabilities | | 36,620 | | | 43,520 | |
| Total other long-term liabilities | Total other long-term liabilities | | $ | 57,250 | | | $ | 40,810 | | Total other long-term liabilities | | $ | 61,430 | | | $ | 69,690 | |
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
15.13. Commitments and Contingencies
Asbestos
As of SeptemberJune 30, 2020,2021, the Company was a party to 374 pending cases involving an aggregate of 4,693 claims4,725 claimants primarily alleging personal injury from exposure to asbestos containing materials formerly used in gaskets (both encapsulated and otherwise) manufactured or distributed by its former Lamons division and certain other related subsidiaries for use primarily in the petrochemical, refining and exploration industries. The following chart summarizes the number of claims, number of claims filed, number of claims dismissed, number of claims settled, the average settlement amount per claim and the total defense costs, 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 | | Claims
pending at
end of
period | | Average
settlement
amount per
claim during
period | | Total defense
costs during
period |
| Nine Months Ended September 30, 2020 | | 4,759 | | | 159 | | | 214 | | | 11 | | | 4,693 | | | $ | 48,864 | | | $ | 1,580,000 | |
| Fiscal Year Ended December 31, 2019 | | 4,820 | | | 143 | | | 172 | | | 32 | | | 4,759 | | | $ | 16,616 | | | $ | 2,250,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Claims
pending at
beginning of
period | | Claims filed
during
period | | Claims
dismissed
during
period | | Claims
settled
during
period | | Claims
pending at
end of
period | | Average
settlement
amount per
claim during
period | | Total defense
costs during
period |
| Six Months Ended June 30, 2021 | | 4,655 | | | 143 | | | 55 | | | 18 | | | 4,725 | | | $ | 15,228 | | | $ | 1,060,000 | |
| Fiscal Year Ended December 31, 2020 | | 4,759 | | | 219 | | | 287 | | | 36 | | | 4,655 | | | $ | 18,314 | | | $ | 2,130,000 | |
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, and will aggressively defend or reasonably resolve, as appropriate. 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 cost of claims varies as 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 4,6934,725 claims pending at SeptemberJune 30, 2020, 562021, 33 set forth specific amounts of damages (other than those stating the statutory minimum or maximum). At SeptemberJune 30, 2020,2021, of the 5633 claims that set forth specific amounts, there were no claimswas one claim seeking specific amountsmore than $5 million for punitive damages. Below is a breakdown of the compensatory damages sought for those claims seeking specific amounts:
| | | | Compensatory | | | | Compensatory | |
| Range of damages sought (dollars in millions) | Range of damages sought (dollars in millions) | | | $0.0 to $0.6 | | $0.6 to $5.0 | | $5.0+ | | Range of damages sought (dollars in millions) | | | $0.0 to $0.6 | | $0.6 to $5.0 | | $5.0+ | |
| Number of claims | Number of claims | | | 0 | | 10 | | 46 | | Number of claims | | | 0 | | 6 | | 27 | |
Relatively few 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 such cases, some of which were filed over 25 years ago, have been approximately $9.9$10.3 million. All relief sought in the asbestos cases is monetary in nature. 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.
There has been significant volatility in the historical number of claim filings and costs to defend, with previous claim counts and spend levels much higher than current levels. Management believes this volatility was associated more with tort reform, plaintiff practices and state-specific legal dockets than the Company’s underlying asbestos-related exposures. In the past three years,From 2017 to 2019, however, the number of new claim filings, and costs to defend, havehad become much more consistent, ranging between 143 to 173 new claims per year and total defense costs ranging between $2.2 million and $2.3 million.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The higher degree of consistency in census data and spend levels, as well as lower claim activity levels and an evolving defense strategy, has allowed the Company to more effectively and efficiently manage claims, making process or local counsel arrangement improvements where possible. Given the consistency of activity over a multi-year period, the Company believed a trend may have formed where it could be possible to reasonably estimate its future cash exposure for all asbestos-related activity with an adequate level of precision. As such, the Company commissioned an actuary to help evaluate the nature and predictability of its asbestos-related costs, and provide an actuarial range of estimates of future exposures. Based upon its review of the actuarial study, which was completed in June 2020 using data as of December 31, 2019 and which projected spend levels through a terminal year of 2064, the Company affirmed its belief that it now has the ability to reasonably estimate its future asbestos-related exposures for pending as well as unknown future claims.
During the second quarter 2020, the Company elected to change its method of accounting for asbestos-related defense costs from accruing for probable and reasonably estimable defense costs associated with known claims expected to settle to accrue for all future defense costs for both known and unknown claims, which the Company now believes are reasonably estimable. The Company believes this change is preferable, as asbestos-related defense costs represent expenditures related to legacy activities that do not contribute to current or future revenue generating activities, and recording an estimate of the full liability for asbestos-related costs, where estimable with reasonable precision, provides a more complete assessment of the liability associated with resolving asbestos-related claims.
This accounting change has beenwas reflected as a change in accounting estimate effected by a change in accounting principle. In connection with this second quarter 2020 change, the Company recorded a non-cash, pre-tax charge for asbestos-related costs of approximately $23.4 million, which is included in selling, general and administrative expenses in the accompanying consolidated statement of operations.
Following the change in accounting estimate, the Company’s liability for asbestos-related claims will be based on a study from the Company’s third-party actuary, the Company's review of the study, as well as the Company’s own review of asbestos claims and claim resolution activity. The study from the Company’s actuary, based on data as of December 31, 2019, provided for a range of possible future liability from $31.5 million to $43.3 million. The Company did not believe any amount within the range of potential outcomes represented a better estimate than another given the many factors and assumptions inherent in the projections, and therefore recorded thea non-cash, pre-tax charge of $23.4 million chargein second quarter 2020 to increase the liability estimate to $31.5 million, at the low-end of the range. This charge is included in selling, general and administrative expenses in the accompanying consolidated statement of operations. As of SeptemberJune 30, 2020,2021, the Company’s total asbestos-related liability is $29.4$27.3 million, and is included in accrued liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheet.
The Company’s primary insurance, which covered approximately 40% of historical costs related to settlement and defense of asbestos litigation, expired in November 2018, upon which the Company became solely responsible for defense costs and indemnity payments. The Company is party to a coverage-in-place agreement (entered into in 2006) with its first level excess carriers regarding the coverage to be provided to the Company for asbestos-related claims. The coverage-in-place agreement makes asbestos defense costs and indemnity insurance coverage available to the Company that might otherwise be disputed by the carriers and provides a methodology for the administration of such expenses. The Company will continue to be solely responsible for defense costs and indemnity payments prior to the commencement of coverage under this agreement, the duration of which would be subject to the scope of damage awards and settlements paid. Based upon the Company’s review of the actuarial study, the Company does not believe it is probable that it will reach the threshold of qualified future settlements required to commence excess carrier insurance coverage under the coverage-in-place agreement.
While the Company recorded a significant non-cash charge in the six months ended June 30, 2020 in connection with its change in accounting policy, basedBased 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, results of operations, or cash flows.
Claims and Litigation
The Company is subject to other claims and litigation in the ordinary course of business, but does not believe that any such claim or litigation will have a material adverse effect on its financial position and results of operations or cash flows.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
16.14. Segment Information
TriMas reports its operations in three segments: Packaging, Aerospace, and Specialty Products. Each of these segments has discrete financial information that is regularly evaluated by TriMas' president and chief executive officer (chief operating decision maker) in determining resource, personnel and capital allocation, as well as assessing strategy and performance. The Company utilizes its proprietary TriMas Business Model as its platform which is based upon a standardized set of processes to manage and drive results and strategy across its multi-industry businesses.
Within each of the Company's 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 – The Packaging segment, which consists primarily of the Rieke®, Taplast, Affaba & Ferrari, Stolz and Rapak® brands, develops and manufactures a broad array of dispensing products (such as foaming pumps, lotion and hand soap pumps, sanitizer pumps, beverage dispensers, perfume sprayers, nasal sprayers and trigger sprayers), polymeric and steel caps and closures (such as food lids, flip-top closures, child resistance caps, beverage closures, drum and pail closures, flexible spouts, and flexible spouts)agricultural closures), polymeric jar products, and fully integrated dispensers for fill-ready bag-in-box applications, all for a variety of consumer products submarkets including, but not limited to, beauty and personal care, home care, food and beverage, home care, and pharmaceutical and nutraceutical, as well as the industrial market.
Aerospace – The Aerospace segment, which includes the Monogram Aerospace Fasteners™, Allfast Fastening Systems®, Mac Fasteners™, RSA Engineered Products and Martinic Engineering™ brands, develops, qualifies and manufactures highly-engineered, precision fasteners, tubular products and assemblies for fluid conveyance, and machined products and assemblies to serve the aerospace and defense market.
Specialty Products – The Specialty Products segment, which includes the Norris Cylinder™ and Arrow® Engine brands, designs, manufactures and distributes highly-engineered steel cylinders, wellhead engines and compression systems for use within industrial markets.
Segment activity is as follows (dollars in thousands):
| | | | | Three months ended
September 30, | | Nine months ended
September 30, | | | Three months ended
June 30, | | Six months ended
June 30, |
| | | | 2020 | | 2019 | | 2020 | | 2019 | | | 2021 | | 2020 | | 2021 | | 2020 |
| Net Sales | Net Sales | | | | | | | | | Net Sales | | | | | | | | |
| Packaging | Packaging | | $ | 135,120 | | | $ | 105,480 | | | $ | 364,000 | | | $ | 298,310 | | Packaging | | $ | 139,630 | | | $ | 128,830 | | | $ | 271,720 | | | $ | 228,880 | |
| Aerospace | Aerospace | | 39,130 | | | 50,560 | | | 130,660 | | | 145,650 | | Aerospace | | 44,560 | | | 42,610 | | | 89,170 | | | 91,530 | |
| Specialty Products | Specialty Products | | 25,210 | | | 32,370 | | | 87,140 | | | 108,650 | | Specialty Products | | 34,800 | | | 28,110 | | | 64,830 | | | 61,930 | |
| Total | Total | | $ | 199,460 | | | $ | 188,410 | | | $ | 581,800 | | | $ | 552,610 | | Total | | $ | 218,990 | | | $ | 199,550 | | | $ | 425,720 | | | $ | 382,340 | |
| Operating Profit (Loss) | Operating Profit (Loss) | | | | | | | | | Operating Profit (Loss) | | | | | | | | |
| Packaging | Packaging | | $ | 28,020 | | | $ | 19,740 | | | $ | 70,340 | | | $ | 60,020 | | Packaging | | $ | 27,850 | | | $ | 24,040 | | | $ | 49,150 | | | $ | 42,320 | |
| Aerospace | Aerospace | | (133,500) | | | 7,810 | | | (132,630) | | | 21,270 | | Aerospace | | 2,120 | | | (4,210) | | | 6,620 | | | 870 | |
| Specialty Products | Specialty Products | | 3,380 | | | 3,620 | | | 870 | | | 13,730 | | Specialty Products | | 6,010 | | | (5,940) | | | 10,530 | | | (2,510) | |
| Corporate | Corporate | | (6,220) | | | (7,600) | | | (45,220) | | | (24,590) | | Corporate | | (10,410) | | | (32,040) | | | (19,620) | | | (39,000) | |
| Total | Total | | $ | (108,320) | | | $ | 23,570 | | | $ | (106,640) | | | $ | 70,430 | | Total | | $ | 25,570 | | | $ | (18,150) | | | $ | 46,680 | | | $ | 1,680 | |
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
17.15. Equity Awards
Stock Options
The Company did not grant any stock option awards during the nine months ended September 30, 2020. Information related to stock options at September 30, 2020 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of
Stock Options | | Weighted Average Option Price | | Average Remaining Contractual Life (Years) | | Aggregate Intrinsic Value |
| Outstanding at January 1, 2020 | | 150,000 | | | $ | 17.87 | | | | | |
| Granted | | 0 | | | 0 | | | | | |
| Exercised | | 0 | | | 0 | | | | | |
| Cancelled | | 0 | | | 0 | | | | | |
| Expired | | 0 | | | 0 | | | | | |
| Outstanding at September 30, 2020 | | 150,000 | | | $ | 17.87 | | | 5.8 | | $ | 739,500 | |
As of September 30, 2020, the 150,000 stock options outstanding were exercisable under the Company's long-term equity incentive plans. As of September 30, 2020, there was 0 unrecognized compensation cost related to stock options remaining.
The Company recognized 0 stock-based compensation expense related to stock options during the three and ninesix months ended SeptemberJune 30, 2021 and 2020, and approximately $0.1 millionrespectively. As of stock-basedJune 30, 2021, there was 0 unrecognized compensation expense during the three and nine months ended Septembercosts related to stock options remaining. Information related to stock options at June 30, 2019. The stock-based compensation expense2021 is included in selling, general and administrative expenses in the accompanying consolidated statement of operations.as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of
Stock Options | | Weighted Average Option Price | | Average Remaining Contractual Life (Years) | | Aggregate Intrinsic Value |
| Outstanding at January 1, 2021 | | 150,000 | | | $ | 17.87 | | | | | |
| Granted | | 0 | | | 0 | | | | | |
| Exercised | | (150,000) | | | 17.87 | | | | | |
| Cancelled | | 0 | | | 0 | | | | | |
| Expired | | 0 | | | 0 | | | | | |
| Outstanding at June 30, 2021 | | 0 | | | $ | 0 | | | — | | | $ | 0 | |
Restricted Stock Units
The Company awarded the following restricted stock units ("RSUs") during the ninesix months ended SeptemberJune 30, 2020:2021:
•granted 189,349113,504 RSUs 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 31,816 RSUs to certain employees, which are subject only to a service condition and fully vest at the end of three years so long as the employee remains with the Company;
•granted 2,558 RSUs to certain employees, which are subject only to a service condition and fully vest one year from the date of grant so long as the employee remains with the Company;
•granted 30,59021,112 RSUs to its non-employee independent directors, which fully vest one year from date of grant so long as the director and/or Company does not terminate the director's service prior to the vesting date; and
•issued 3,222995 RSUs related to director fee deferrals during the ninesix months ended SeptemberJune 30, 20202021 as certain of the Company's directors elected to defer all or a portion of their directors fees and to receive the amount in Company common stock at a future date.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
During 2020,2021, the Company awarded 113,14672,962 performance-based RSUs to certain Company key employees which vest three years from the grant date as long as the employee remains with the Company. These awards are earned 50% based upon the Company's achievement of an earnings per share compound annual growth rate ("EPS CAGR") metric over a period beginning January 1, 20202021 and ending December 31, 2022.2023. The remaining 50% of the awards are earned 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 the performance period. 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. The Company estimates the grant-date fair value subject to a market condition using a Monte Carlo simulation model, using the following weighted average assumptions: risk-free rate of 0.56%0.28% and annualized volatility of 26.2%35.5%. Depending on the performance achieved for these two metrics, the amount of shares earned, if any, can vary for each metric from 0% of the target award to a maximum of 200% of the target award.
In addition, For similar performance-based RSUs awarded in 2018, the Company awarded 87,034 performance-based RSUs to certain Company key divisional employees which vest three years from the grant date as long as the employee remains with the Company. These awards are earned based upon the Company's stock price performance over the period from January 1, 2020 and ending December 31, 2022. The stock price achievement is calculated based on the Company's average closing stock price for each quarter end for the 20 trading days up to and including March 31, June 30, September 30, and December 31, 2022, respectively. The Company estimates the grant-date fair value subject to a market condition using a Monte Carlo simulation model, using the following weighted average assumptions: risk-free rate of 0.85% and annualized volatility of 25.2%. Depending on the performance achieved for this metric, the amount of shares earned if any, can vary from 0%attained 126.2% of the target award toon a maximum of 160% of the target award, although it automatically is earned at the target award level if the Company's stock price is equal to or greater than a specified stock price for either five consecutive trading days or 20 total trading days during the performance period.
During 2017, the Company awarded performance-based RSUs to certain Company key employees which were earned based upon the Company's TSR relative to the TSR of the common stock of a pre-defined industry peer-group and measured over a period beginning January 1, 2017 and ending on December 31, 2019. Depending on the performance achieved, the amount of shares earned could vary from 0% of the target award to a maximum of 200% of the target award. The Company attained 127.4% of the target,weighted average basis, resulting in an increase of 27,56725,993 shares during the ninethree months ended September 30, 2020.March 31, 2021.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Information related to RSUs at SeptemberJune 30, 20202021 is as follows:
| | | Number of Unvested RSUs | | Weighted Average Grant Date Fair Value | | Average Remaining Contractual Life (Years) | | Aggregate Intrinsic Value | | Number of Unvested RSUs | | Weighted Average Grant Date Fair Value | | Average Remaining Contractual Life (Years) | | Aggregate Intrinsic Value |
| Outstanding at January 1, 2020 | | 622,528 | | | $ | 30.77 | | | | | | |
| Outstanding at January 1, 2021 | | Outstanding at January 1, 2021 | | 784,968 | | | $ | 26.46 | | | | | |
| Granted | Granted | | 485,282 | | | 21.42 | | | Granted | | 234,566 | | | 34.62 | | |
| Vested | Vested | | (302,087) | | | 27.88 | | | Vested | | (301,008) | | | 30.80 | | |
| Cancelled | Cancelled | | (17,207) | | | 28.24 | | | Cancelled | | (19,252) | | | 25.54 | | |
| Outstanding at September 30, 2020 | | 788,516 | | | $ | 26.46 | | | 1.5 | | $ | 17,978,165 | | |
| Outstanding at June 30, 2021 | | Outstanding at June 30, 2021 | | 699,274 | | | $ | 27.35 | | | 1.3 | | $ | 21,208,980 | |
As of SeptemberJune 30, 2020,2021, there was approximately $10.3$9.1 million of unrecognized compensation cost related to unvested RSUs that is expected to be recorded over a weighted average period of 2.1 years years.
The Company recognized stock-based compensation expense related to RSUs of approximately $0.9$3.2 million and $1.0$2.7 million during the three months ended SeptemberJune 30, 20202021 and 2019,2020, respectively, and approximately $5.6$5.7 million and $3.9$4.7 million during the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively. The stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statement of operations.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
18.16. 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 RSUs. For the three and ninesix months ended SeptemberJune 30, 2020, no restricted shares or stock options to purchase shares were included in the computation of net income (loss) per share because to do so would be anti-dilutive. The following table summarizes the dilutive effect of RSUs and options to purchase common stock for the three and ninesix months ended SeptemberJune 30, 20202021 and 2019:2020:
| | | Three months ended
September 30, | | Nine months ended
September 30, | | Three months ended
June 30, | | Six months ended
June 30, |
| | 2020 | | 2019 | | 2020 | | 2019 | | 2021 | | 2020 | | 2021 | | 2020 |
| Weighted average common shares—basic | Weighted average common shares—basic | | 43,457,704 | | | 45,175,244 | | | 43,707,331 | | | 45,448,711 | | Weighted average common shares—basic | | 43,110,191 | | | 43,463,235 | | | 43,147,599 | | | 43,832,144 | |
| Dilutive effect of restricted stock units | Dilutive effect of restricted stock units | | 0 | | | 179,418 | | | 0 | | | 229,003 | | Dilutive effect of restricted stock units | | 198,165 | | | 0 | | | 299,425 | | | 0 | |
| Dilutive effect of stock options | Dilutive effect of stock options | | 0 | | | 61,105 | | | 0 | | | 67,707 | | Dilutive effect of stock options | | 0 | | | 0 | | | 24,592 | | | 0 | |
| Weighted average common shares—diluted | Weighted average common shares—diluted | | 43,457,704 | | | 45,415,767 | | | 43,707,331 | | | 45,745,421 | | Weighted average common shares—diluted | | 43,308,356 | | | 43,463,235 | | | 43,471,616 | | | 43,832,144 | |
In March 2020, the Company announced its Board of Directors had authorized the Company to increase the purchase of its common stock up to $250 million in the aggregate. The initial authorization, approved in November 2015, authorized up to $50 million of purchases in the aggregate of its common stock. In the three and ninesix months ended SeptemberJune 30, 2020,2021, the Company purchased 188,028358,047 and 1,441,678440,218 shares of its outstanding common stock for approximately $4.5$11.6 million and $36.0$14.2 million, respectively. DuringThe Company purchased 0 shares during the three and nine months ended SeptemberJune 30, 2019, the Company purchased 196,1282020 and 723,5281,253,650 shares of its outstanding common stock for approximately $5.7$31.6 million and $21.1 million, respectively.during the six months ended June 30, 2020. As of SeptemberJune 30, 2020,2021, the Company has approximately $165.1$147.5 million remaining under the repurchase authorization.
19.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
17. Defined Benefit Plans
Net periodic pension benefit costs for the Company's defined benefit pension plans cover certain foreign employees, union hourly employees and salaried employees. The components of net periodic pension cost are as follows (dollars in thousands):
| | | | | Pension Plans | | | Pension Plans | | |
| | | | Three months ended
September 30, | | Nine months ended
September 30, | | | Three months ended
June 30, | | Six months ended
June 30, |
| | | | 2020 | | 2019 | | 2020 | | 2019 | | | 2021 | | 2020 | | 2021 | | 2020 |
| Service costs | Service costs | | $ | 320 | | | $ | 270 | | | $ | 950 | | | $ | 790 | | Service costs | | $ | 320 | | | $ | 310 | | | $ | 650 | | | $ | 630 | |
| Interest costs | Interest costs | | 240 | | | 260 | | | 710 | | | 800 | | Interest costs | | 200 | | | 230 | | | 400 | | | 470 | |
| Expected return on plan assets | Expected return on plan assets | | (380) | | | (350) | | | (1,110) | | | (1,050) | | Expected return on plan assets | | (390) | | | (360) | | | (780) | | | (730) | |
| | Amortization of net loss | Amortization of net loss | | 220 | | | 140 | | | 670 | | | 430 | | Amortization of net loss | | 230 | | | 230 | | | 460 | | | 450 | |
| Net periodic benefit cost | Net periodic benefit cost | | $ | 400 | | | $ | 320 | | | $ | 1,220 | | | $ | 970 | | Net periodic benefit cost | | $ | 360 | | | $ | 410 | | | $ | 730 | | | $ | 820 | |
The service cost component of net periodic benefit cost is recorded in cost of goods sold and selling, general and administrative expenses, while non-service cost components are recorded in other income (expense), net in the accompanying consolidated statement of operations.
The Company contributed approximately $0.2$0.7 million and $0.9$2.2 million to its defined benefit pension plans during the three and ninesix months ended SeptemberJune 30, 2020,2021, respectively. The Company expects to contribute approximately $2.3$3.6 million to its defined benefit pension plans for the full year 2020.2021.
TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
20.18. Other Comprehensive Income (Loss)
Changes in AOCI by component for the ninesix months ended SeptemberJune 30, 20202021 are summarized as follows, net of tax (dollars in thousands):
| | | Defined Benefit Plans | | Derivative Instruments | | Foreign Currency Translation | | Total | | Defined Benefit Plans | | Derivative Instruments | | Foreign Currency Translation | | Total |
| Balance, December 31, 2019 | | $ | (9,930) | | | $ | 4,230 | | | $ | (300) | | | $ | (6,000) | | |
| Balance, December 31, 2020 | | Balance, December 31, 2020 | | $ | (8,620) | | | $ | (3,580) | | | $ | 6,580 | | | $ | (5,620) | |
Net unrealized gains (losses) arising during the period (a) | Net unrealized gains (losses) arising during the period (a) | | 0 | | | (2,280) | | | (1,210) | | | (3,490) | | Net unrealized gains (losses) arising during the period (a) | | 0 | | | 3,330 | | | (2,020) | | | 1,310 | |
Less: Net realized losses reclassified to net income (b) | Less: Net realized losses reclassified to net income (b) | | (470) | | | 0 | | | 0 | | | (470) | | Less: Net realized losses reclassified to net income (b) | | (310) | | | 0 | | | 0 | | | (310) | |
| Net current-period other comprehensive income (loss) | Net current-period other comprehensive income (loss) | | 470 | | | (2,280) | | | (1,210) | | | (3,020) | | Net current-period other comprehensive income (loss) | | 310 | | | 3,330 | | | (2,020) | | | 1,620 | |
| | Balance, September 30, 2020 | | $ | (9,460) | | | $ | 1,950 | | | $ | (1,510) | | | $ | (9,020) | | |
| Balance, June 30, 2021 | | Balance, June 30, 2021 | | $ | (8,310) | | | $ | (250) | | | $ | 4,560 | | | $ | (4,000) | |
__________________________
(a) Derivative instruments, net of income tax of approximately $0.7$1.1 million. See Note 12,10, "Derivative Instruments," for further details.
(b) Defined benefit plans, net of income tax of approximately $0.1 million. See Note 19,17, "Defined Benefit Plans," for further details.
Changes in AOCI by component for the ninesix months ended SeptemberJune 30, 20192020 are summarized as follows, net of tax (dollars in thousands):
| | | Defined Benefit Plans | | Derivative Instruments | | Foreign Currency Translation | | Total | | Defined Benefit Plans | | Derivative Instruments | | Foreign Currency Translation | | Total |
| Balance, December 31, 2018 | | $ | (7,200) | | | $ | 940 | | | $ | (10,590) | | | $ | (16,850) | | |
| Balance, December 31, 2019 | | Balance, December 31, 2019 | | $ | (9,930) | | | $ | 4,230 | | | $ | (300) | | | $ | (6,000) | |
Net unrealized gains (losses) arising during the period (a) | Net unrealized gains (losses) arising during the period (a) | | 0 | | | 5,750 | | | (4,380) | | | 1,370 | | Net unrealized gains (losses) arising during the period (a) | | 0 | | | 2,300 | | | (6,950) | | | (4,650) | |
Less: Net realized losses reclassified to net income (b) | Less: Net realized losses reclassified to net income (b) | | (300) | | | 0 | | | 0 | | | (300) | | Less: Net realized losses reclassified to net income (b) | | (310) | | | 0 | | | 0 | | | (310) | |
| Net current-period other comprehensive income (loss) | Net current-period other comprehensive income (loss) | | 300 | | | 5,750 | | | (4,380) | | | 1,670 | | Net current-period other comprehensive income (loss) | | 310 | | | 2,300 | | | (6,950) | | | (4,340) | |
| Reclassification of stranded tax effects | | (1,260) | | | (10) | | | 0 | | | (1,270) | | |
| Balance, September 30, 2019 | | $ | (8,160) | | | $ | 6,680 | | | $ | (14,970) | | | $ | (16,450) | | |
| | Balance, June 30, 2020 | | Balance, June 30, 2020 | | $ | (9,620) | | | $ | 6,530 | | | $ | (7,250) | | | $ | (10,340) | |
__________________________
(a) Derivative instruments, net of income tax of approximately $1.8$0.8 million. See Note 12,10, "Derivative Instruments," for further details.
(b) Defined benefit plans, net of income tax of approximately $0.1 million. See Note 19,17, "Defined Benefit Plans," for further details.
21. Subsequent Events19. Income Taxes
On October 27,The effective income tax rate for the three months ended June 30, 2021 and 2020 was (0.3)% and 26.1%, respectively. The rate for the Company signed an agreement to acquire Affaba & Ferrari Srl, which specializesthree months ended June 30, 2021 is lower than in the design, developmentprior year primarily as a result of the recognition of approximately $3.0 million of deferred tax benefits in Italy, the majority of which related to a reduction in deferred tax liabilities in connection with certain tax incentives.
The effective income tax rate for the six months ended June 30, 2021 and manufacture2020 was 11.8% and 49.2%, respectively. The rate for the six months ended June 30, 2021 is lower than in the prior year primarily as a result of precision caps and closuresthe recognition of approximately $3.0 million of deferred tax benefits in Italy, the majority of which related to a reduction in deferred tax liabilities in connection with certain tax incentives. The rate for food & beverage and industrial product applications,the six months ended June 30, 2020 was impacted by a decrease in profitability resulting from various realignment charges as well as an expense for a purchase price of approximately €84 million. Affaba & Ferrari operates out of a highly automated manufacturing facility and support office locatedchange in Borgo San Giovanni, Italy. The transaction is expected to close before the end of 2020, at which time Affaba & Ferrari will become part of TriMas’ Packaging segment. Affaba & Ferrari generated approximately €35 million in revenue in 2019.Company’s accounting policy for asbestos-related defense costs.
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, 2019.2020.
Introduction
We are a diversified global manufacturer and provider of products for customers primarily in the consumer products, aerospace & defense and industrial markets. Our wide range of innovative products are designed and engineered to solve application-specific challenges that our customers face. We believe our businesses share important and distinguishing characteristics, including: well-recognized and leading brand names in the focused markets we serve; innovative product technologies and features; a high-degree of customer approved processes and qualifications; established distribution networks; relatively low ongoing capital investment requirements; strong cash flow conversion and long-term growth opportunities. While the majority of our revenue is in the United States, we manufacture and supply products globally to a wide range of companies. We report our business activity in three segments: Packaging, Aerospace and Specialty Products.
In December 2019, we completed the sale of our Lamons division ("Lamons"), a manufacturer and distributor of industrial sealing, fastening and specialty products primarily used in the petrochemical and petroleum-refining industries, to two wholly-owned subsidiaries of an investment fund sponsored by First Reserve. The sale of Lamons was an important strategic step for TriMas, in streamlining our portfolio of businesses, as it significantly reduced our exposure to the oil and gas market from over 20% of net sales in 2019 to less than 2% in third quarter 2020, and allowed us to further invest in our Packaging and Aerospace segments. We received net after-tax proceeds from the sale of approximately $110.9 million in 2019, subject to certain adjustments as set forth in the Purchase Agreement which were finalized in the first quarter of 2020, resulting in a $1.8 million payment to us. The financial results of Lamons were previously reported within our Specialty Products segment. The financial position, results of operations and cash flows of Lamons are reported as discontinued operations for all periods presented through the date of disposition.
Key Factors Affecting Our Reported Results
Our businesses and results of operations depend upon general economic conditions. We serve customers in industries that are highly competitive, cyclical and that may be significantly impacted by changes in economic or geopolitical conditions.
In March 2020, the President of the United States declared the coronavirus ("COVID-19") outbreak a national emergency, as the World Health Organization determined it was a pandemic. In response to the COVID-19 pandemic, federal, provincial, state, county and local governments and public health organizations or authorities around the world have implemented a variety of measures intended to control the spread of the virus, including quarantines, "shelter-in-place" or "stay-at-home" and similar orders, travel restrictions, business curtailments and closures, social distancing, personal hygiene requirements, and other measures.
We have been, and continue to be, focused on making sure the working environments for our employees are safe so our operations have the ability to deliver the products needed to support efforts to mitigate the COVID-19 pandemic. Nearly all of our manufacturing sites have been deemed essential operations and remained open during the pandemic, at varying levels of capacity and efficiency, experiencing only temporary shutdowns due to country-specific government mandates or for thorough cleaning as a result of suspected COVID-19 cases. The health of our employees, and the ability of our facilities to remain operational in the current regulated environment, will be critical to our future results of operations.
Our divisions were impacted in first quarter 2020 at differing levels and times, beginning with our Asian facilities and strategic supply network, both primarily in China, in late January, followed by our European (primarily Italy) and North American facilities in February and March. We implemented new work rules and processes, which promote social distancing and increased hygiene to ensure the safety of our employees, particularly at our production facilities. These measures, while not easily quantifiable, have increased the level of productionmanufacturing inefficiencies relateddue to elevated levels of absenteeism, as well as have led toresulting in less efficient manufacturingproduction scheduling and, in certain cases, short-term idling of production. We expect that we will continue to operate with these protocols in place, which have impacted our third quarter and year-to-date results.results since early 2020.
Overall, our thirdsecond quarter 20202021 net sales increased approximately $19.4 million, or 9.7%,compared to thirdsecond quarter 2019,2020, primarily as a result of robust organic sales growthacquisitions in our Packaging segment particularly forand as a result of increased industrial demand in our Specialty Products segment. Sales in our Packaging segment related to dispensing and closure products we supply that are used in applications to fight the spread of germs andcontinue at very high levels, but, as expected, lower than second quarter 2020 levels when there was a result of acquisitions. These increases more than offset declinessignificant spike in sales in our Aerospace and Specialty Products segments, primarily related todemand at the effectsonset of the COVID-19 pandemic.
The most significant drivers of change inaffecting our results of operations and our financial position in thirdsecond quarter 2021 compared with second quarter 2020, compared with third quarter 2019, other than as directly impacted by demand level changes as a result of the COVID-19 pandemic, were goodwill and intangible asset impairment chargesa change in accounting policy for asbestos-related defense costs in second quarter 2020, the refinancing of our Aerospace segment, andlong-term debt agreements in 2021, the impact of our recent acquisitions.
During the third quarter of 2020, we determined there was a triggering event requiring an interim quantitative impairment assessment for goodwill and indefinite-lived intangible assets within our Aerospace segment. While third quarter operating results were below pre-pandemic projected levels, the larger driver of the triggering event was a significant reductionacquisitions, increases in the July financial projection update for the remainder of 2020 compared with prior projections, and uncertainty around the duration and magnitude of the impact of the COVID-19 pandemic on future financial results given the dependence of our Aerospace segment reporting units on future levels of air travel and new aircraft builds. We determined the carrying value of both of our Aerospace reporting units, as well ascost of certain trade names, exceeded the fair value, resulting in non-cash, pre-tax impairment charges of approximately $126.8 million to goodwillraw materials, our realignment actions, and $7.8 million to indefinite lived intangible assets.
The techniques useda decrease in our interim impairment tests incorporatedeffective tax rate primarily as a numberresult of assumptions that we believe to be reasonable and to reflect the current market conditions. Assumptions in estimating future cash flows and earnings were based on Level 3 inputs under the fair value hierarchy and were primarily related to customer demand and revenue growth, and associated profitability and cash flows, all as part of an aerospace industry recovery post-pandemic. Data from aerospace publications and public companies was used to assess the reasonableness of management’s assumptions regarding the timing and extent of the industry recovery. To provide a level of sensitivity analysis, a 1% change in the discount rate would have impacted the total goodwill impairment charge by approximately $20 million, while a 0.5% change in the terminal growth rate would have impacted the total goodwill impairment charge by approximately $5 million.
Changes in future results, assumptions, and estimates from the interim impairment test may lead to an outcome where additional impairment charges would be required in future periods. Specifically, actual results may vary from management's forecasts and such variations may be material and unfavorable, thereby triggering the need for future impairment tests where the conclusions may differ in reflection of prevailing market conditions. Further, continued adverse or worsening market conditions could result in the recognition of additional impairment if we determine that the fair valuedeferred tax benefits in Italy.
In April 2020, we acquired the Rapak brand, including certain bag-in-box product lines and assets ("Rapak") for an aggregate amount of approximately $11.4 million. Rapak, which is reported in our Packaging segment, has three manufacturing locations in the United States. Rapak contributed approximately $4.9 million of net sales during the third quarter within our Packaging segment, although it is performing below break-even operating profit as demand for its products, particularly those used in quick service restaurant applications, has significantly declined from pre-acquisition levels in 2019 due to the impact of COVID-19.
In February 2020, we completed the acquisition of RSA Engineered Products ("RSA"), a provider of highly-engineered and proprietary components for air management systems used in critical flight applications, for an aggregate amount of approximately $83.7 million, net of cash acquired. RSA is located in Simi Valley, California and designs, engineers and manufactures highly-engineered components, including air ducting products, connectors and flexible joints, predominantly used in aerospace and defense engine bleed air, anti-icing and environmental control system applications. RSA contributed approximately $4.7 million of net sales during the third quarter within our Aerospace segment.
On a year-to-date basis, there were two additional significant drivers of year-over-year change in our results of operations. First, in the second quarter of 2020, we elected to change our accounting policy for asbestos-related defense costs from accruing for probable and reasonably estimable defense costs associated with known claims expected to settle to accruing for all future defense costs for both known and unknown claims, which we now believe can be reasonably estimated. This accounting change has been reflected as a change in accounting estimate effected by a change in accounting principle. We recorded a non-cash, pre-tax charge in second quarter 2020 for asbestos-related costs of approximately $23.4 million in the three months ended June 30, 2020, which is included in selling, general and administrative expenses.
We used the proceeds from the 2029 Senior Notes offering to pay fees and expenses of approximately $5.1 million related to the offering and approximately $1.1 million related to amending the Credit Agreement. The remaining cash proceeds from the 2029 Senior Notes were used for general corporate purposes, including repaying all outstanding revolving credit facility borrowings. In addition, duringApril 2021, we completed the refinancing, redeeming all of our outstanding senior notes due October 2025 ("2025 Senior Notes"), paying cash for the entire $300.0 million outstanding principal amount plus $7.3 million as a redemption premium. The $5.1 million of fees and expenses related to the 2029 Senior Notes were capitalized as debt issuance costs, while the $7.3 million redemption premium as well as approximately $3.0 million of unamortized debt issuance costs associated with the 2025 Senior Notes were expensed in the second quarter and third quarters of 2021.
In December 2020, we undertookcompleted the acquisition of Affaba & Ferrari Srl ("Affaba & Ferrari"), which specializes in the design, development and manufacture of precision caps and closures for food & beverage and industrial product applications, for an aggregate amount of approximately $98.4 million, net of cash acquired, subject to normal course adjustments, which are expected to be completed in third quarter 2021. Affaba & Ferrari, which is reported in the Company's Packaging segment, operates out of a highly automated manufacturing facility and support office located in Borgo San Giovanni, Italy. Affaba & Ferrari contributed approximately $9.9 million of net sales during second quarter 2021.
In first quarter 2021, we began experiencing an increase in material costs compared with 2020 levels, primarily for resin-based raw materials and components, as well as for certain types of steel. These material costs further increased during second quarter 2021. We have escalator/de-escalator clauses in our commercial contracts with certain of our customers, or can modify prices based on market conditions, and we have been taking actions to recover the increased cost of raw materials. We estimate that due to the lag in timing between incurring the cost increases and recovering via commercial actions, our operating profit was negatively impacted by approximately $4 million and $6 million in the three and six months ended June 30, 2021, respectively, compared with 2020, primarily in our Packaging segment.
Since second quarter 2020, we have been executing certain realignment actions primarily in our Aerospace and Specialty Products segments, in response to reducedreductions in current and expected future end market demand following the outbreakonset of COVID-19. Wethe COVID-19 pandemic. In second quarter 2021, we continued our facility consolidation initiatives within our Packaging and Aerospace segments and also reorganized our corporate office finance group. As a result of these realignment efforts, we recorded pre-tax facility consolidation and employee separation costs of approximately $0.7 million and $3.5 million, respectively, during second quarter 2021. In second quarter 2020, we recorded non-cash charges of approximately $13.2 million in second quarter 2020 related to inventory reductions, primarily as a result of a strategic decision in our Arrow Engine division to streamline its product line offering. We also recorded charges of approximately $2.3$2.2 million related to certain production equipment removed from service given reduced demand levels. In addition, welevels and reduced our employment levels given lower customer demand, incurring approximately $3.6$3.1 million in severance charges.
Our effective tax rate in second quarter 2021 was (0.3)%, compared to 26.1% in second quarter of 2020. The rate for the second quarter 2021 is lower than in the prior year primarily as a result of the recognition of approximately $3.0 million of deferred tax benefits in Italy, the majority of which related to a reduction in deferred tax liabilities in connection with certain tax incentives.
Additional Key Risks that May Affect Our Reported Results
TheWe expect the COVID-19 pandemic impacted our third quarter results, and we expect it will continue to impact us in the future at varying degrees. We expect the robust customer demand, compared with pre-pandemic demand levels, for our Packaging segment's dispensing pumps and closure products used in personal care and home care applications that fightwill continue, as we believe there is a positive secular trend focused on consumers' desire to stop the spread of germs will continue.and improve personal hygiene. We are actively collaborating with our customers and strategic supply partners to manage production capacity and supply chain availability as efficiently as possible. We believe industrialIndustrial demand in North America will continuewas lower in 2020 compared to be lower thanprevious levels, and while demand levels increased in 2019, andsecond quarter 2021, we are uncertain how and at what level demand will be impacted as many of the shelter-in-place ordersgovernmental, travel or other restrictions are adjusted or lifted, particularly in North America, where orders for our industrial cylinders, for example, are heavily influenced by the levels of construction and HVAC activity, which has yet to occur at historical levels during 2020.activity. We expect the aerospace market to continue to experience the most severe dislocation going forward.forward, as except for the significant stocking order for certain of our products received during 2021, our sales levels would be significantly lower than historical levels. With the current travel restrictions and significant drop in passenger miles, aircraft manufacturers have now significantly slowed production, and since late second quarter 2020 we have experienced a significant drop in aerospace-related sales related to new commercial airplane builds compared to prior year levels. We expect, this trendexcept as favorably impacted by the customer stocking orders in 2021, lower levels of sales and related production to continue for the foreseeable future.
We have executed significant realignment actions insince the second and third quarteronset of 2020,the COVID-19 pandemic, primarily in our Aerospace and Specialty Products segments, and also in certain Packaging product areas where demand has fallen, such as in the quick service and restaurant applications, to protect against the uncertain end market demand. We will continue to assess further actions if required. However, as a result of the COVID-19 pandemic's impact on global economic activity, and the continued potential impact to our future results of operations, as well asif there is an impact to TriMas' market capitalization, we may record additional cash and non-cash charges related to incremental realignment actions, as well as for uncollectible customer account balances, excess inventory and idle production equipment.
Despite the potential decline in future demand levels and results of operations as a result of the COVID-19 pandemic, at present, we believe our capital structure is in a solid position, and weeven more so following our 2021 debt refinancing. We have ample cash and available liquidity under our revolving credit facility sufficient to meet our debt service obligations, capital expenditure requirements and other short-term and long-term obligations for the foreseeable future.
The extent of the COVID-19 pandemic's effect on our operational and financial performance will depend in large part on future
developments, which cannot be predicted with confidence at this time. Future developments include the duration, scope and severity of the COVID-19 pandemic, the actions taken to contain or mitigate its impact, timing of widespread vaccine availability, and the resumption of widespreadnormalized global economic activity. Due to the inherent uncertainty of the unprecedented and rapidly evolving situation, we are unable to predict with any confidence the likely impact of the COVID-19 pandemic on our future operations.
Beyond the unique risks presented by the COVID-19 pandemic, other 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 and successfully launch new products; our ability to acquire and integrate companies or products that supplement existing product lines, add new distribution channels or customers, 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.
Our overall business does not experience significant seasonal fluctuation, other than our fourth quarter, which has tended to be the lowest net sales quarter of the year due to holiday shutdowns at certain customers or other customers deferring capital spending to the following year. Given the short-cycle nature of most of our businesses, we do not consider sales order backlog to be a material factor. A growing amount of our sales is derived from international sources, which exposes us to certain risks, including currency risks.
We are sensitive to price movements inand availability of our raw materials supply base.supply. Our largest raw material purchases are for resins (such as polypropylene and polyethylene), steel, aluminum and other oil and metal-based purchased components. While material cost changes did not have a significant impact inIn addition to the nine months ended September 30, 2020 compared with the nine months ended September 30, 2019,factors affecting our second quarter 2021 results, there has been some volatility over the past two years as a direct and indirect result of foreign trade policy, where tariffs on certain of our commodity-based products sourced from Asia have been instituted, and certain North American suppliers have opportunistically increased their prices. As needed, we have taken actions, andWe will continue to take actions, to mitigate such increases, including implementing commercial pricing adjustments, resourcing to alternate suppliers and insourcing of previously sourced products to better leverage our global manufacturing footprint. Although we believe we are generally able to mitigate the impact of higher commodity costs over time, we may experience additional material costs and disruptions in supply in the future and may not be able to pass along higher costs to our customers in the form of price increases or otherwise mitigate the impacts to our operating results.
Although we have escalator/de-escalator clauses in commercial contracts with certain of our customers, or can modify prices based on market conditions to recover higher costs, our price increases generally lag the underlying material cost increase, and we cannot be assured of full cost recovery in the open market.
Our Arrow Engine business in our Specialty Products segment is sensitive to the demand for natural gas and crude oil in North America. For example, demand for engine, pump jack and compressor products are impacted by active oil and gas rig counts and wellhead investment activities. Separately, oil-based commodity costs are a significant driver of raw materials and purchased components used within our Packaging segment.
Each year, as a core tenet of the TBM,TriMas Business Model, our businesses target cost savings from Kaizen and continuous improvement initiatives in an effort to reduce, or otherwise offset, the impact of increased input and conversion costs through increased throughput and yield rates, with a goal of at least covering inflationary and market cost increases. In addition, we continuously review our operating cost structures to ensure alignment with current market demand.
We continue to evaluate alternatives to redeploy the cash generated by our businesses, one of which includes returning capital to our shareholders. In first quarter 2020, our Board of Directors increased the authorization of share repurchases to a cumulative amount of $250 million. In the three and nine months ended September 30, 2020,During second quarter 2021, we purchased 188,028 and 1,441,678358,047 shares of our outstanding common stock for approximately $4.5$11.6 million and $36.0 million, respectively. During the three and nine months ended September 30, 2019, we purchased 196,128 and 723,528 shares of our outstanding common stock for approximately $5.7 million and $21.1 million, respectively.
. As of SeptemberJune 30, 2020,2021, we havehad approximately $165.1$147.5 million remaining under the repurchase authorization. We will continue to evaluate opportunities to return capital to shareholders through the purchase of our common stock, depending on market conditions and other factors.
Segment Information and Supplemental Analysis
The following table summarizes financial information for our reportable segments for the three months ended SeptemberJune 30, 20202021 and 20192020 (dollars in thousands):
| | | Three months ended September 30, | | Three months ended June 30, |
| | | 2020 | | As a Percentage
of Net Sales | | 2019 | | As a Percentage
of Net Sales | | 2021 | | As a Percentage
of Net Sales | | 2020 | | As a Percentage
of Net Sales |
| Net Sales | Net Sales | | | | | | | | Net Sales | | | | | | | |
| Packaging | Packaging | $ | 135,120 | | | 67.7 | % | | $ | 105,480 | | | 56.0 | % | Packaging | $ | 139,630 | | | 63.8 | % | | $ | 128,830 | | | 64.6 | % |
| Aerospace | Aerospace | 39,130 | | | 19.6 | % | | 50,560 | | | 26.8 | % | Aerospace | 44,560 | | | 20.3 | % | | 42,610 | | | 21.3 | % |
| Specialty Products | Specialty Products | 25,210 | | | 12.6 | % | | 32,370 | | | 17.2 | % | Specialty Products | 34,800 | | | 15.9 | % | | 28,110 | | | 14.1 | % |
| Total | Total | $ | 199,460 | | | 100.0 | % | | $ | 188,410 | | | 100.0 | % | Total | $ | 218,990 | | | 100.0 | % | | $ | 199,550 | | | 100.0 | % |
| Gross Profit | | | | | | | | |
| Gross Profit (Loss) | | Gross Profit (Loss) | | | | | | | |
| Packaging | Packaging | $ | 40,240 | | | 29.8 | % | | $ | 29,580 | | | 28.0 | % | Packaging | $ | 40,490 | | | 29.0 | % | | $ | 37,850 | | | 29.4 | % |
| Aerospace | Aerospace | 6,930 | | | 17.7 | % | | 13,830 | | | 27.4 | % | Aerospace | 9,310 | | | 20.9 | % | | 2,670 | | | 6.3 | % |
| Specialty Products | Specialty Products | 4,760 | | | 18.9 | % | | 5,580 | | | 17.2 | % | Specialty Products | 8,230 | | | 23.6 | % | | (3,290) | | | (11.7) | % |
| Total | Total | $ | 51,930 | | | 26.0 | % | | $ | 48,990 | | | 26.0 | % | Total | $ | 58,030 | | | 26.5 | % | | $ | 37,230 | | | 18.7 | % |
| Selling, General and Administrative Expenses | Selling, General and Administrative Expenses | | | | | | | | Selling, General and Administrative Expenses | | | | | | | |
| Packaging | Packaging | $ | 12,220 | | | 9.0 | % | | $ | 9,840 | | | 9.3 | % | Packaging | $ | 12,640 | | | 9.1 | % | | $ | 13,810 | | | 10.7 | % |
| Aerospace | Aerospace | 5,840 | | | 14.9 | % | | 6,020 | | | 11.9 | % | Aerospace | 7,190 | | | 16.1 | % | | 6,880 | | | 16.1 | % |
| Specialty Products | Specialty Products | 1,370 | | | 5.4 | % | | 1,960 | | | 6.1 | % | Specialty Products | 2,220 | | | 6.4 | % | | 2,650 | | | 9.4 | % |
| Corporate | Corporate | 6,220 | | | N/A | | 7,600 | | | N/A | Corporate | 10,410 | | | N/A | | 32,040 | | | N/A |
| Total | Total | $ | 25,650 | | | 12.9 | % | | $ | 25,420 | | | 13.5 | % | Total | $ | 32,460 | | | 14.8 | % | | $ | 55,380 | | | 27.8 | % |
| Operating Profit (Loss) | Operating Profit (Loss) | | | | | | | | Operating Profit (Loss) | | | | | | | |
| Packaging | Packaging | $ | 28,020 | | | 20.7 | % | | $ | 19,740 | | | 18.7 | % | Packaging | $ | 27,850 | | | 19.9 | % | | $ | 24,040 | | | 18.7 | % |
| Aerospace | Aerospace | (133,500) | | | (341.2) | % | | 7,810 | | | 15.4 | % | Aerospace | 2,120 | | | 4.8 | % | | (4,210) | | | (9.9) | % |
| Specialty Products | Specialty Products | 3,380 | | | 13.4 | % | | 3,620 | | | 11.2 | % | Specialty Products | 6,010 | | | 17.3 | % | | (5,940) | | | (21.1) | % |
| Corporate | Corporate | (6,220) | | | N/A | | (7,600) | | | N/A | Corporate | (10,410) | | | N/A | | (32,040) | | | N/A |
| Total | Total | $ | (108,320) | | | (54.3) | % | | $ | 23,570 | | | 12.5 | % | Total | $ | 25,570 | | | 11.7 | % | | $ | (18,150) | | | (9.1) | % |
| Depreciation | Depreciation | | | | | | | | Depreciation | | | | | | | |
| Packaging | Packaging | $ | 4,490 | | | 3.3 | % | | $ | 3,980 | | | 3.8 | % | Packaging | $ | 5,230 | | | 3.7 | % | | $ | 5,050 | | | 3.9 | % |
| Aerospace | Aerospace | 1,640 | | | 4.2 | % | | 1,570 | | | 3.1 | % | Aerospace | 1,810 | | | 4.1 | % | | 2,070 | | | 4.9 | % |
| Specialty Products | Specialty Products | 770 | | | 3.1 | % | | 720 | | | 2.2 | % | Specialty Products | 910 | | | 2.6 | % | | 960 | | | 3.4 | % |
| Corporate | Corporate | 30 | | | N/A | | 70 | | | N/A | Corporate | 30 | | | N/A | | 30 | | | N/A |
| Total | Total | $ | 6,930 | | | 3.5 | % | | $ | 6,340 | | | 3.4 | % | Total | $ | 7,980 | | | 3.6 | % | | $ | 8,110 | | | 4.1 | % |
| Amortization | Amortization | | | | | | | | Amortization | | | | | | | |
| Packaging | Packaging | $ | 2,320 | | | 1.7 | % | | $ | 2,390 | | | 2.3 | % | Packaging | $ | 2,400 | | | 1.7 | % | | $ | 2,320 | | | 1.8 | % |
| Aerospace | Aerospace | 2,880 | | | 7.4 | % | | 2,130 | | | 4.2 | % | Aerospace | 2,880 | | | 6.5 | % | | 2,860 | | | 6.7 | % |
| Specialty Products | Specialty Products | 110 | | | 0.4 | % | | 130 | | | 0.4 | % | Specialty Products | 110 | | | 0.3 | % | | 120 | | | 0.4 | % |
| Corporate | Corporate | — | | | N/A | | — | | | N/A | Corporate | — | | | N/A | | — | | | N/A |
| Total | Total | $ | 5,310 | | | 2.7 | % | | $ | 4,650 | | | 2.5 | % | Total | $ | 5,390 | | | 2.5 | % | | $ | 5,300 | | | 2.7 | % |
The following table summarizes financial information for our reportable segments for the ninesix months ended SeptemberJune 30, 20202021 and 20192020 (dollars in thousands):
| | | Nine months ended September 30, | | Six months ended June 30, |
| | | 2020 | | As a Percentage
of Net Sales | | 2019 | | As a Percentage
of Net Sales | | 2021 | | As a Percentage
of Net Sales | | 2020 | | As a Percentage
of Net Sales |
| Net Sales | Net Sales | | | | | | | | Net Sales | | | | | | | |
| Packaging | Packaging | $ | 364,000 | | | 62.6 | % | | $ | 298,310 | | | 54.0 | % | Packaging | 271,720 | | | 63.8 | % | | 228,880 | | | 59.9 | % |
| Aerospace | Aerospace | 130,660 | | | 22.5 | % | | 145,650 | | | 26.4 | % | Aerospace | 89,170 | | | 21.0 | % | | 91,530 | | | 23.9 | % |
| Specialty Products | Specialty Products | 87,140 | | | 15.0 | % | | 108,650 | | | 19.7 | % | Specialty Products | 64,830 | | | 15.2 | % | | 61,930 | | | 16.2 | % |
| Total | Total | $ | 581,800 | | | 100.0 | % | | $ | 552,610 | | | 100.0 | % | Total | $ | 425,720 | | | 100.0 | % | | $ | 382,340 | | | 100.0 | % |
| Gross Profit | Gross Profit | | | | | | | | Gross Profit | | | | | | | |
| Packaging | Packaging | $ | 106,770 | | | 29.3 | % | | $ | 90,290 | | | 30.3 | % | Packaging | 74,360 | | | 27.4 | % | | 66,530 | | | 29.1 | % |
| Aerospace | Aerospace | 21,510 | | | 16.5 | % | | 38,860 | | | 26.7 | % | Aerospace | 20,280 | | | 22.7 | % | | 14,580 | | | 15.9 | % |
| Specialty Products | Specialty Products | 7,250 | | | 8.3 | % | | 20,420 | | | 18.8 | % | Specialty Products | 14,720 | | | 22.7 | % | | 2,490 | | | 4.0 | % |
| Total | Total | $ | 135,530 | | | 23.3 | % | | $ | 149,570 | | | 27.1 | % | Total | $ | 109,360 | | | 25.7 | % | | $ | 83,600 | | | 21.9 | % |
| Selling, General and Administrative Expenses | Selling, General and Administrative Expenses | | | | | | | | Selling, General and Administrative Expenses | | | | | | | |
| Packaging | Packaging | $ | 36,430 | | | 10.0 | % | | $ | 30,270 | | | 10.1 | % | Packaging | 25,210 | | | 9.3 | % | | 24,210 | | | 10.6 | % |
| Aerospace | Aerospace | 19,550 | | | 15.0 | % | | 17,590 | | | 12.1 | % | Aerospace | 13,660 | | | 15.3 | % | | 13,710 | | | 15.0 | % |
| Specialty Products | Specialty Products | 6,370 | | | 7.3 | % | | 6,690 | | | 6.2 | % | Specialty Products | 4,190 | | | 6.5 | % | | 5,000 | | | 8.1 | % |
| Corporate | Corporate | 45,220 | | | N/A | | 24,590 | | | N/A | Corporate | 19,620 | | | N/A | | 39,000 | | | N/A |
| Total | Total | $ | 107,570 | | | 18.5 | % | | $ | 79,140 | | | 14.3 | % | Total | $ | 62,680 | | | 14.7 | % | | $ | 81,920 | | | 21.4 | % |
| Operating Profit (Loss) | Operating Profit (Loss) | | | | | | | | Operating Profit (Loss) | | | | | | | |
| Packaging | Packaging | $ | 70,340 | | | 19.3 | % | | $ | 60,020 | | | 20.1 | % | Packaging | 49,150 | | | 18.1 | % | | 42,320 | | | 18.5 | % |
| Aerospace | Aerospace | (132,630) | | | (101.5) | % | | 21,270 | | | 14.6 | % | Aerospace | 6,620 | | | 7.4 | % | | 870 | | | 1.0 | % |
| Specialty Products | Specialty Products | 870 | | | 1.0 | % | | 13,730 | | | 12.6 | % | Specialty Products | 10,530 | | | 16.2 | % | | (2,510) | | | (4.1) | % |
| Corporate | Corporate | (45,220) | | | N/A | | (24,590) | | | N/A | Corporate | (19,620) | | | N/A | | (39,000) | | | N/A |
| Total | Total | $ | (106,640) | | | (18.3) | % | | $ | 70,430 | | | 12.7 | % | Total | $ | 46,680 | | | 11.0 | % | | $ | 1,680 | | | 0.4 | % |
| Depreciation | Depreciation | | | | | | | | Depreciation | | | | | | | |
| Packaging | Packaging | $ | 13,630 | | | 3.7 | % | | $ | 11,040 | | | 3.7 | % | Packaging | 10,400 | | | 3.8 | % | | 9,140 | | | 4.0 | % |
| Aerospace | Aerospace | 5,400 | | | 4.1 | % | | 4,910 | | | 3.4 | % | Aerospace | 3,590 | | | 4.0 | % | | 3,760 | | | 4.1 | % |
| Specialty Products | Specialty Products | 2,570 | | | 2.9 | % | | 2,170 | | | 2.0 | % | Specialty Products | 1,780 | | | 2.7 | % | | 1,800 | | | 2.9 | % |
| Corporate | Corporate | 100 | | | N/A | | 210 | | | N/A | Corporate | 60 | | | N/A | | 70 | | | N/A |
| Total | Total | $ | 21,700 | | | 3.7 | % | | $ | 18,330 | | | 3.3 | % | Total | $ | 15,830 | | | 3.7 | % | | $ | 14,770 | | | 3.9 | % |
| Amortization | Amortization | | | | | | | | Amortization | | | | | | | |
| Packaging | Packaging | $ | 6,970 | | | 1.9 | % | | $ | 7,240 | | | 2.4 | % | Packaging | 4,800 | | | 1.8 | % | | 4,650 | | | 2.0 | % |
| Aerospace | Aerospace | 8,140 | | | 6.2 | % | | 6,400 | | | 4.4 | % | Aerospace | 5,760 | | | 6.5 | % | | 5,260 | | | 5.7 | % |
| Specialty Products | Specialty Products | 350 | | | 0.4 | % | | 390 | | | 0.4 | % | Specialty Products | 220 | | | 0.3 | % | | 240 | | | 0.4 | % |
| Corporate | Corporate | | N/A | | — | | | N/A | Corporate | — | | | N/A | | — | | | N/A |
| Total | Total | $ | 15,460 | | | 2.7 | % | | $ | 14,030 | | | 2.5 | % | Total | $ | 10,780 | | | 2.5 | % | | $ | 10,150 | | | 2.7 | % |
Results of Operations
The principal factors impacting us during the three months ended SeptemberJune 30, 2020,2021, compared with the three months ended SeptemberJune 30, 2019,2020, were:
•approximately $134.6 million of goodwill and indefinite-lived intangible asset impairment charges in third quarter 2020 in our Aerospace segment, primarily as a result of lower current and expected future financial results due to uncertainty around the duration and magnitude of the impact on global business activity of the COVID-19 pandemic;
•increasesa change in our Packaging segment's organic sales and related operating profit as a result of significantly higher demand, primarilyaccounting policy for our products usedasbestos-related defense costs in applications to help fight the spread of germs;second quarter 2020;
•reduced sales and related profit withinthe impact of our Specialty Products and Aerospace reportable segments, primarily as a result of the COVID-19 pandemic; anddebt refinancing activities;
•the impact of our recent acquisitions, primarily RSAAffaba & Ferrari in February 2020, and Rapak in April 2020.December 2020;
•the impact of material cost increases, primarily resin-related;
•a decrease in our effective tax rate from the recognition of certain discrete tax items in second quarter 2021.
Three Months Ended SeptemberJune 30, 20202021 Compared with Three Months Ended SeptemberJune 30, 20192020
Overall, net sales increased approximately $11.1$19.4 million, or 5.9%9.7%, to $199.5$219.0 million for the three months ended SeptemberJune 30, 2020,2021, as compared with $188.4$199.6 million in the three months ended SeptemberJune 30, 2019, driven by our recent2020. Our acquisitions which contributedadded approximately $9.6$9.9 million of inorganic sales. Organic sales, excluding the impact of currency exchange and acquisitions, increased approximately $0.8$4.9 million, as sales increases of $24.1 millionin our Aerospace and Specialty Products segments were partially offset by the expected decline in organic sales in our Packaging segment as the high demand levels for products that help fight the spread of germs decreased compared with the record-high levels in prior year. In addition, net sales increased by approximately $4.6 million due to currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of a weakening U.S. dollar relative to foreign currencies.
Gross profit margin (gross profit as a percentage of sales) approximated 26.5% and 18.7% for the three months ended June 30, 2021 and 2020, respectively. Gross profit margin increased primarily due to the impact of higher realignment costs of $15.1 million in the second quarter of 2020 as compared to 2021, the impact of a non-cash purchase accounting charge in the second quarter of 2020 that did not repeat in 2021, as well as favorable foreign currency exchange. These increases were partially offset by an increase in material costs in the second quarter of 2021, primarily for dispenserresin-based materials. We estimate that due to the lag in timing between incurring the material cost increases and recovering via commercial actions, our gross profit was negatively impacted by approximately $4 million.
Operating profit (loss) margin (operating profit as a percentage of sales) approximated 11.7% and (9.1)% for the three months ended June 30, 2021 and 2020, respectively. Operating profit (loss) increased approximately $43.7 million to an operating profit of approximately $25.6 million in the three months ended June 30, 2021, from an operating loss of approximately $18.2 million for the three months ended June 30, 2020. Operating profit margin and dollars increased primarily as a result of a non-cash, pre-tax charge for asbestos-related costs of approximately $23.4 million in the second quarter of 2020 due to a change in accounting policy that did not repeat in 2021, as well as due to higher realignment costs of $14.3 million in the second quarter of 2020 as compared to 2021 and higher sales levels. These increases were partially offset by an increase in material costs.
Interest expense decreased approximately $0.1 million, to $4.1 million, for the three months ended June 30, 2021, as compared to approximately $4.2 million for the three months ended June 30, 2020, respectively, as lower weighted average borrowings more than offset an increase in our interest rates.
We incurred approximately $10.3 million of debt financing and related expense for the three months ended June 30, 2021 related to expenses incurred associated with the redemption of our 2025 Senior Notes.
Other income decreased approximately $0.5 million to approximately $0.7 million for the three months ended June 30, 2021, as compared to approximately $1.1 million for the three months ended June 30, 2020, primarily due to a decrease in foreign currency gains.
The effective income tax rate for the three months ended June 30, 2021 and 2020 was (0.3)% and 26.1%, respectively. We recorded nominal income tax benefit for the three months ended June 30, 2021 as compared to approximately $5.6 million for the three months ended June 30, 2020. The rate for the three months ended June 30, 2021 is lower than in the prior year primarily as a result of the recognition of approximately $3.0 million of deferred tax benefits in Italy, the majority of which related to a reduction in deferred tax liabilities in connection with certain tax incentives.
Net income (loss) increased approximately $27.5 million, to net income of $11.8 million for the three months ended June 30, 2021, as compared to a net loss of $15.7 million for the three months ended June 30, 2020. The increase was primarily the result of an increase in operating profit (loss) of approximately $43.7 million, partially offset by debt financing and related expenses of approximately $10.3 million, a decrease in the income tax benefit of approximately $5.5 million and a decrease in other income of approximately $0.5 million.
See below for a discussion of operating results by segment.
Packaging. Net sales increased approximately $10.8 million, or 8.4%, to $139.6 million in the three months ended June 30, 2021, as compared to $128.8 million in the three months ended June 30, 2020. Affaba & Ferrari, acquired in December 2020, contributed approximately $9.9 million of sales in the second quarter of 2021. Sales of dispensing products used in applications that help fight the spread of germs were mostly offsetdecreased by $16.1approximately $4.7 million, as demand in the second quarter of 2021, while still above historical levels, was lower salesthan demand in our Aerospace segment and $7.2 million in our Specialty Products segment, both primarily due to lower demand as a resultsecond quarter 2020, which we believe was at peak levels following the onset of the COVID-19 pandemic. In addition, netNet sales also increased by approximately $0.7$4.6 million due to currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of the strongerweakening U.S. dollar relative to foreign currencies.
Gross profit increased approximately $2.6 million to $40.5 million, or 29.0% of sales, in the three months ended June 30, 2021, as compared to $37.9 million, or 29.4% of sales, in the three months ended June 30, 2020, primarily due to increased sales levels and approximately $1.5 million of currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of the weakening U.S. dollar relative to foreign currencies. During the second quarter of 2021, we recognized approximately $0.3 million of realignment costs primarily related to the closure of our Union City, California manufacturing facility and consolidation into our Indianapolis, Indiana and Woodridge, Illinois facilities as compared to $0.9 million of realignment costs in the second quarter of 2020, primarily related to the disposal of certain equipment removed from service. In addition, we recognized an approximate $0.8 million purchase accounting non-cash charge related to our 2020 acquisition of Rapak for the step-up of inventory to fair value and subsequent amortization during the three months ended June 30, 2020 that did not repeat in 2021. These increases were partially offset by approximately $4 million of higher material costs (primarily resin) than were recovered via sales price increases in the second quarter of 2021, and a less favorable product sales mix.
Selling, general and administrative expenses decreased approximately $1.2 million to $12.6 million, or 9.1% of sales, in the three months ended June 30, 2021, as compared to $13.8 million, or 10.7% of sales, in the three months ended June 30, 2020, due to approximately $1.4 million in charges associated with second quarter 2020 realignment actions, primarily for severance, that did not repeat in 2021.
Operating profit increased approximately $3.8 million to $27.9 million, or 19.9% of sales, in the three months ended June 30, 2021, as compared to $24.0 million, or 18.7% of sales, in the three months ended June 30, 2020, primarily due to higher sales levels, favorable currency exchange, lower realignment costs, and the impact of purchase accounting adjustments in the second quarter of 2020 that did not repeat in 2021. These increases were partially offset by the impact of higher material costs and a less favorable product sales mix.
Aerospace. Net sales for the three months ended June 30, 2021 increased approximately $2.0 million, or 4.6%, to $44.6 million, as compared to $42.6 million in the three months ended June 30, 2020. Sales of our engineered components increased by approximately $1.1 million primarily due to timing of end market demand. Sales of our fasteners products increased by approximately $0.9 million, as the impact of stocking orders for specialized fasteners of approximately $7.9 million was mostly offset by a decline in overall market-related demand resulting from current and expected future reduced air travel due to the COVID-19 pandemic.
Gross profit increased approximately $6.6 million to $9.3 million, or 20.9% of sales, in the three months ended June 30, 2021, from $2.7 million, or 6.3% of sales, in the three months ended June 30, 2020, due primarily to realignment actions taken in the second quarter of 2020 to protect against uncertain end market demand and other adverse effects following the outbreak of the COVID-19 pandemic, resulting in charges of approximately $4.2 million related to inventory reductions, approximately $1.7 million related to severance and approximately $0.3 million related to production equipment removed from service. Gross profit also improved due to a more favorable product sales mix and the impact of an approximate $1.5 million purchase accounting non-cash charge related to our 2020 acquisition of RSA Engineered Products ("RSA") for the step-up of inventory to fair value and subsequent amortization during the three months ended June 30, 2020 that did not repeat in 2021. Partially offsetting these year-over-year improvements was a decline in gross profit due to lower absorption of fixed costs and production inefficiencies driven by the COVID-19 pandemic, as well as approximately $0.6 million of realignment actions taken related to facility consolidations.
Selling, general and administrative expenses increased approximately $0.3 million to approximately $7.2 million, or 16.1% of sales, in the three months ended June 30, 2021, as compared to $6.9 million, or 16.1% of sales, in the three months ended June 30, 2020, primarily due to higher third party expenses.
Operating profit (loss) increased approximately $6.3 million to an operating profit of approximately $2.1 million, or 4.8% of sales, in the three months ended June 30, 2021, as compared to an operating loss of $4.2 million, or 9.9% of sales, in the three months ended June 30, 2020, primarily due to lower year-over-year realignment charges, a more favorable product sales mix and the recognition of a purchase accounting adjustment related to RSA's step-up to fair value and subsequent amortization during the second quarter of 2020 that did not repeat in 2021, partially offset by lower absorption of fixed costs, production inefficiencies and higher selling, general and administrative expenses.
Specialty Products. Net sales for the three months ended June 30, 2021 increased approximately $6.7 million, or 23.8%, to $34.8 million, as compared to $28.1 million in the three months ended June 30, 2020. Sales of our cylinder products increased approximately $5.0 million, due to higher demand for steel cylinders in North America as industrial activity begins to increase following the previous lower levels a year ago as a result of the COVID-19 pandemic. Sales of engines, compressors and related parts used in upstream oil and gas applications increased by approximately $1.7 million, primarily as a result of higher oil-field activity in North America. The second quarter of 2020 included approximately $0.7 million of sales related to the liquidation of non-core inventory following our strategic decision to streamline Arrow Engine's product line offering.
Gross profit increased approximately $11.5 million to $8.2 million, or 23.6% of sales, in the three months ended June 30, 2021, as compared to $3.3 million, or 11.7% of sales, in the three months ended June 30, 2020. During the second quarter of 2020, we executed certain realignment actions in response to reduced end market demand as a result of the COVID-19 pandemic, resulting in approximately $9.0 million of non-cash charges, primarily related to Arrow Engine streamlining its product line offering and liquidating the non-core inventory, which did not repeat in 2021. In addition, gross profit increased in the second quarter of 2021 due to higher sales levels, while margins further improved due to favorable product sales mix and leveraging the previous realignment actions.
Selling, general and administrative expenses decreased approximately $0.4 million to $2.2 million, or 6.4% of sales, in the three months ended June 30, 2021, as compared to $2.7 million, or 9.4% of sales, in the three months ended June 30, 2020, as we incurred selling, general and administrative realignment expenses of approximately $0.7 million in the second quarter of 2020 related to severance as we reduced our employment levels.
Operating profit (loss) increased approximately $12.0 million to an operating profit of $6.0 million, or 17.3% of sales, in the three months ended June 30, 2021, as compared to an operating loss of $5.9 million, or 21.1% of sales, in the three months ended June 30, 2020, primarily due to the impact of the second quarter 2020 realignment costs that did not repeat in 2021, as well as higher sales and related profit conversion leveraging the 2020 realignment actions.
Corporate. Corporate expenses consist of the following (dollars in millions):
| | | | | | | | | | | | | | |
| | | Three months ended June 30, |
| | | 2021 | | 2020 |
| Corporate operating expenses | | $ | 6.6 | | | $ | 5.6 | |
| Non-cash stock compensation | | 3.3 | | | 2.8 | |
| Legacy expenses | | 0.5 | | | 23.6 | |
| Corporate expenses | | $ | 10.4 | | | $ | 32.0 | |
Corporate expenses decreased approximately $21.6 million to approximately $10.4 million for the three months ended June 30, 2021, from approximately $32.0 million for the three months ended June 30, 2020, primarily as a result of the $23.4 million non-cash charge recorded in second quarter 2020 due to the change of our accounting policy for asbestos-related defense costs. Corporate operating expenses increased primarily as a result of realignment charges recorded in the second quarter 2021 relating to the corporate office finance group reorganization.
Six Months Ended June 30, 2021 Compared with Six Months Ended June 30, 2020
Overall, net sales increased approximately $43.4 million, or 11.3%, to $425.7 million for the six months ended June 30, 2021, as compared with $382.3 million in the six months ended June 30, 2020, primarily as a result of acquisitions, which added approximately $27.6 million of sales. Organic sales, excluding the impact of currency exchange and acquisitions, increased approximately $8.4 million, as a sales increase of $12.1 million in our Packaging segment, primarily for dispensing products used in applications that help fight the spread of germs, and an increase of $2.9 million in our Specialty Products segment, primarily for steel cylinders used in industrial applications in North America, were partially offset by $6.6 million lower sales in our Aerospace segment, primarily due to lower demand as a result of the COVID-19 pandemic. In addition, net sales increased by approximately $7.4 million due to currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of a weakening U.S. dollar relative to foreign currencies.
Gross profit margin (gross profit as a percentage of sales) approximated 26.0%25.7% and 21.9% for each of the three month periodssix months ended SeptemberJune 30, 2021 and 2020, and 2019. While grossrespectively. Gross profit margin remained relatively flat, gross profit dollars increased as a resultprimarily due to the impact of higher sales within our Packaging segment, whichrealignment costs of $13.3 million in the first half of 2020 as compared to 2021, the impact of non-cash purchase accounting charges in the first half of 2020 that did not repeat in 2021, as well as favorable foreign currency exchange. This increase was partially offset by lower gross profitan increase in our Aerospace and Specialty Products segments as a resultmaterial costs in the first half of lower sales levels2021, primarily for resin-based materials. We estimate that due to the COVID-19 pandemic.lag in timing between incurring the material cost increases and recovering via commercial actions, our gross profit was negatively impacted by approximately $6 million.
Operating profit (loss) margin (operating profit as a percentage of sales) approximated (54.3)%11.0% and 12.5%0.4% for the threesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively. Operating profit (loss) decreasedincreased approximately $131.9$45.0 million, to an operating loss$46.7 million for the six months ended June 30, 2021, compared to $1.7 million for the six months ended June 30, 2020. Operating profit margin and dollars increased primarily as a result of a non-cash, pre-tax charge for asbestos-related costs of approximately $108.3$23.4 million in the three months ended September 30,second quarter of 2020 fromdue to a change in accounting policy that did not repeat in 2021, as well as due to higher realignment costs of $10.3 million in the second quarter of 2020 as compared to 2021 and higher sales levels. These increases were partially offset by an operating profit ofincrease in material costs.
Interest expense decreased approximately $23.6$0.1 million, to $7.7 million, for the threesix months ended SeptemberJune 30, 2019. This decrease was primarily a result of approximately $134.62021, as compared to $7.8 million of goodwill and indefinite-lived intangible asset impairment charges within our Aerospace segment infor the third quarter of 2020. In addition, increased operating profit in our Packaging segment, primarily due to higher sales levels, slightlysix months ended June 30, 2020, as lower weighted average borrowings more than offset decreases in operating profitan increase in our Aerospace (excluding the impairment charges) and Specialty Products segments.
Interest expense remained flat at approximately $3.5interest rates. We drew $150 million for each of the three month periods ended September 30, 2020 and September 30, 2019, as we did not require significant borrowings under theon our revolving credit facility in either period duefirst quarter 2020 to ampleensure availability of cash on hand, but subsequently repaid this amount late in second quarter 2020.
We incurred approximately $10.5 million of debt financing and related expense for the six months ended June 30, 2021, of which approximately $10.3 million was related to fund operational needs.expenses incurred associated with the redemption of our 2025 Senior Notes and approximately $0.2 million related to the write-off of previously capitalized deferred financing fees associated with our Credit Agreement.
Other income (expense), net decreased approximately $1.8$1.3 million, to $1.2$0.3 million of other expense net, for the threesix months ended SeptemberJune 30, 2020, as compared to $0.62021, from $1.1 million of other income, net for the threesix months ended SeptemberJune 30, 2019,2020, primarily due to ana year-over-year increase in losses on transactions denominated in foreign currencies.
The effective income tax rate for the threesix months ended SeptemberJune 30, 2021 and 2020 was 11.8% and 2019 was 10.7% and 26.2%49.2%, respectively. We recorded tax expense of approximately $3.3 million for the six months ended June 30, 2021 as compared to a tax benefit of approximately $12.1$2.5 million for the threesix months ended SeptemberJune 30, 2020. The rate for the six months ended June 30, 2021 is lower than in the prior year primarily as a result of the recognition of approximately $3.0 million of deferred tax benefits in Italy, the majority of which related to a reduction in deferred tax liabilities in connection with certain tax incentives. The rate for the six months ended June 30, 2020 was impacted by a decrease in profitability resulting from various realignment charges as comparedwell as an expense for a change in the Company’s accounting policy for asbestos-related defense costs.
Net income increased by approximately $27.5 million, to tax expensenet income of approximately $5.4$24.9 million for the threesix months ended SeptemberJune 30, 2019. The third quarter 2020 effective tax rate was significantly impacted by the goodwill and intangible asset impairment charges, a portion of which was non-tax deductible. The tax benefit associated with the goodwill and intangible asset impairment charges was treated as a discrete item in determining the tax expense for the quarter.
Income (loss) from continuing operations decreased approximately $116.1 million,2021, compared to a net loss of $100.9$2.6 million for the threesix months ended SeptemberJune 30, 2020, as compared to net income of $15.2 million for the three months ended September 30, 2019.2020. The decreaseincrease was primarily the result of a decreasean increase in operating profit (loss) of approximately $108.3$45.0 million, a decrease in other income (expense), net, partially offset by debt financing and related expenses of approximately $10.5 million, an increase in the income tax benefit (expense) of approximately $17.5$5.8 million and a decrease in other income (expense) of approximately $1.3 million.
See below for a discussion of operating results by segment.
Packaging. Net sales increased approximately $29.6$42.8 million, or 28.1%18.7%, to $135.1$271.7 million in the threesix months ended SeptemberJune 30, 2020,2021, as compared to $105.5$228.9 million in the threesix months ended SeptemberJune 30, 2019.2020. Acquisition-related sales growth was approximately $4.9$23.3 million, comprised of $18.0 million of sales from our December 2020 acquisition of Affaba & Ferrari and $5.3 million resulting from the January through March 2021 sales of our April 2020 acquisition of Rapak. Sales of dispensing products used in beauty and personal care and home care applications that help fight the spread of germs increased by approximately $23.0$4.1 million, primarily for personal hygiene applications, as demand rose, in part, due to the COVID-19 pandemic. Sales of products used in food and beverageindustrial markets increased by approximately $3.6$3.2 million, primarily due toas a result of higher sales of beverage dispensers, including pumpsdemand from the drums and related products,metal closure markets in North America. Sales of products used in industrialfood and beverage markets decreasedincreased by approximately $2.4$2.0 million, primarily as a resultthe sub-markets in which many of lower industrial activitythese products are used, such as a result of the pandemic.vending machines in exercise facilities, began to rebound from prior pandemic-related shutdowns. Net sales also increased by approximately $0.7$7.4 million due to currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of the strongerweakening U.S. dollar relative to foreign currencies.
GrossPackaging's gross profit increased approximately $10.7$7.8 million to $40.2 million, or 29.8% of sales, in the three months ended September 30, 2020, as compared to $29.6 million, or 28.0% of sales, in the three months ended September 30, 2019, primarily due to increased sales levels as well as the fact that the third quarter 2019 included approximately $1.7 million of freight and logistics costs to expedite shipments to fulfill customer demand that did not repeat in third quarter 2020. In addition, gross profit margin was unfavorably impacted as a result of Rapak generating low gross profit levels.
Selling, general and administrative expenses increased approximately $2.4 million to $12.2 million, or 9.0% of sales, in the three months ended September 30, 2020, as compared to $9.8 million, or 9.3% of sales, in the three months ended September 30, 2019, primarily due to approximately $1.3 million of higher ongoing selling, general and administrative costs associated with our acquisition as well as higher personnel-related expenses to support our sales growth initiatives.
Operating profit increased approximately $8.3 million to $28.0 million, or 20.7% of sales, in the three months ended September 30, 2020, as compared to $19.7 million, or 18.7% of sales, in the three months ended September 30, 2019, primarily due to higher sales levels, which was partially offset by higher selling, general and administrative expenses.
Aerospace. Net sales for the three months ended September 30, 2020 decreased approximately $11.4 million, or 22.6%, to $39.1 million, as compared to $50.6 million in the three months ended September 30, 2019. RSA, acquired in February 2020, contributed approximately $4.7 million of sales. Sales of our fastener and machined components products declined by approximately $13.1 million and $3.0 million, respectively, both due to lower demand resulting from reduced aircraft production following the onset of the COVID-19 pandemic, with fastener sales also lower than third quarter 2019, as expected, due to the 737 Max grounding.
Gross profit decreased approximately $6.9 million to $6.9 million, or 17.7% of sales, in the three months ended September 30, 2020, from $13.8$74.4 million, or 27.4% of sales, in the threesix months ended SeptemberJune 30, 2019, due primarily2021, as compared to the decrease in sales levels and related lower fixed cost absorption and production inefficiencies due to the impact of the COVID-19 pandemic. Gross profit further declined by approximately $2.0 million during the three months ended September 30, 2020 due to an updated estimate of a pre-acquisition contingent liability, and by approximately $0.4 million due to realignment actions executed in responses to the pandemic, primarily related to severance as we further reduced our employment levels.
Selling, general and administrative expenses decreased approximately $0.2 million to approximately $5.8$66.5 million, or 14.9%29.1% of sales, in the threesix months ended SeptemberJune 30, 2020, as compared to $6.0 million, or 11.9% of sales, in the three months ended September 30, 2019, primarily due to cost reduction efforts to mitigate the impact of lower sales levels, partially offset by higher ongoing selling, general and administrative costs associated with our acquisition of RSA.
Operating profit (loss) decreased approximately $141.3 million to an operating loss of $133.5 million, or 341.2% of sales, in the three months ended September 30, 2020, as compared to an operating profit of $7.8 million, or 15.4% of sales, in the three months ended September 30, 2019. Operating profit and related margin decreased primarily due to approximately $134.6 million of goodwill and indefinite-lived intangible asset impairment charges in the third quarter of 2020. Operating profit also declined due to lower sales levels, which resulted in lower fixed cost absorption and higher production inefficiencies as a result of the COVID-19 pandemic, the updated pre-acquisition contingent liability charge and the impact of realignment charges.
Specialty Products. Net sales for the three months ended September 30, 2020 decreased approximately $7.2 million, or 22.1%, to $25.2 million, as compared to $32.4 million in the three months ended September 30, 2019. Sales of our cylinder products decreased approximately $4.5 million, due to lower demand for steel cylinders used in construction and industrial packaged gases in North America, which was partially offset by sales of cylinders used in oxygen and other medical applications.Sales of engines, compressors and related parts used in upstream oil and gas applications decreased by approximately $2.7 million, primarily as a result of lower oil-field activity in North America and continued historic low rig counts.
Gross profit decreased approximately $0.8 million to gross profit of $4.8 million, or 18.9% of sales, in the three months ended September 30, 2020, as compared to $5.6 million, or 17.2% of sales, in the three months ended September 30, 2019, due to the decrease inincreased sales levels and related lower fixed cost absorption and production inefficiencies as a result of the pandemic.
Selling, general and administrative expenses decreased approximately $0.6 million to $1.4 million, or 5.4% of sales, in the three months ended September 30, 2020, as compared to $2.0 million, or 6.1% of sales, in the three months ended September 30, 2019, primarily due to lower employment and spending levels to align with the decline in sales levels.
Operating profit decreased approximately $0.2 million to $3.4 million, or 13.4% of sales, in the three months ended September 30, 2020, as compared to $3.6 million, or 11.2% of sales, in the three months ended September 30, 2019, primarily as a result of the impact of lower sales and related lower fixed cost absorption and production inefficiencies.
Corporate. Corporate expenses consist of the following (dollars in millions):
| | | | | | | | | | | | | | |
| | | Three months ended September 30, |
| | | 2020 | | 2019 |
| Corporate operating expenses | | $ | 5.1 | | | $ | 5.8 | |
| Non-cash stock compensation | | 0.9 | | | 1.0 | |
| Legacy expenses | | 0.2 | | | 0.8 | |
| Corporate expenses | | $ | 6.2 | | | $ | 7.6 | |
Corporate expenses decreased approximately $1.4 million to $6.2 million for the three months ended September 30, 2020, from $7.6 million for the three months ended September 30, 2019, primarily as a result of reduced legacy expenses following the change in our accounting policy for asbestos-related defense costs in second quarter 2020, as well as lower corporate operating expenses which have been reduced in response to the pandemic.
Nine Months Ended September 30, 2020 Compared with Nine Months Ended September 30, 2019
Overall, net sales increased approximately $29.2 million, or 5.3%, to $581.8 million for the nine months ended September 30, 2020, as compared with $552.6 million in the nine months ended September 30, 2019, driven by our recent acquisitions, which contributed approximately $33.1$2.5 million of inorganic sales growth. Organic sales, excluding the impact of currency exchange, decreased approximately $1.2 million, as approximately $48.9 million of sales increases in our Packaging segment, primarily for products used in applications that help fight the spread of germs, were more than offset by approximately $28.6 million lower sales in our Aerospace segment and $21.5 million lower sales in our Specialty Products segment, both primarily due to lower demand as a result of the COVID-19 pandemic. In addition, net sales were lower by approximately $2.7 million due to unfavorable currency exchange, as our reported results in U.S. dollars were negativelyfavorably impacted as a result of the strongerweakening U.S. dollar relative to foreign currencies.
Gross profit margin (gross profit as a percentage of sales) approximated 23.3% and 27.1% for the nine months ended September 30, 2020 and 2019, respectively. Gross profit margin decreased, as the impact of higher sales levels was more than offset by the impact of approximately $16.4 million of realignment expenses during the nine months ended September 30, 2020, $14.3 million of which were non-cash and $2.1 million of which were cash expenses, primarily in our Aerospace and Specialty Products segments, where we executed actions to lower our cost structure in response to reduced end market demand following the outbreak of COVID-19 pandemic. In addition, we recorded approximately $2.8 million of non-cash purchase accounting charges in the nine months ended September 30, 2020 for the step-up of inventory to fair value and subsequent amortization related to our RSA and Rapak acquisitions as compared to approximately $0.3 million of such charges for our 2019 acquisitions in the nine months ended September 30, 2019. Our gross profit margin in the first nine months of 2020 was also negatively impacted by approximately $2.0 million for an updated estimate of a pre-acquisition contingent liability within our Aerospace segment, as well as lower fixed cost absorption and higher production inefficiencies due primarily to the COVID-19 pandemic.
Operating profit (loss) margin (operating profit as a percentage of sales) approximated (18.3)% and 12.7% for the nine months ended September 30, 2020 and 2019, respectively. Operating profit (loss) decreased approximately $177.1 million, or 251.4%, to $106.6 million of operating loss for the nine months ended September 30, 2020, compared to $70.4 million of operating profit for the nine months ended September 30, 2019. This decrease was primarily a result of approximately $134.6 million of non-cash goodwill and indefinite-lived intangible asset impairment charges within our Aerospace segment and an approximate $23.4 million non-cash charge due to a change in accounting policy, both in the nine months ended September 30, 2020. Operating profit further decreased due to approximately $19.1 million of realignment expenses recorded in the nine months ended September 30, 2020, of which $15.5 million were non-cash and $3.6 million were cash expenses, primarily in our Aerospace and Specialty Products segments, where we executed actions to lower our cost structure in response to reduced end market demand following the outbreak of COVID-19. Operating profit (loss) also decreased as a result of increased purchase accounting expenses and as a result of unfavorable currency exchange.
Interest expense increased approximately $0.8 million, to $11.3 million, for the nine months ended September 30, 2020, as compared to $10.5 million for the nine months ended September 30, 2019, primarily as a result of increased weighted average borrowings from approximately $335.3 million during the nine months ended September 30, 2019 to approximately $387.7 million during the nine months ended September 30, 2020. We drew $150 million on our revolving credit facility in first quarter 2020 to ensure availability of cash on hand, but subsequently repaid this amount late in second quarter 2020.
Other income (expense), net decreased approximately $1.4 million, to $0.2 million of other expense for the nine months ended September 30, 2020, from $1.3 million of other income, net for the nine months ended September 30, 2019, primarily due to a year-over-year increase in losses on transactions denominated in foreign currencies.
The effective income tax rate for the nine months ended September 30, 2020 and 2019 was 12.4% and 20.8%, respectively. We recorded a tax benefit of approximately $14.6 million for the nine months ended September 30, 2020 as compared to tax expense of approximately $12.7 million for the nine months ended September 30, 2019. The effective tax rate for the nine months ended September 30, 2020 was impacted by a decrease in profitability resulting from various one-time charges, including a change in the Company’s accounting policy for asbestos-related defense costs and impairment of goodwill and indefinite-lived intangible assets. These charges were treated as discrete items in determining tax expense for the nine months ended September 30, 2020. In addition, we recognized discrete items that occurred during the first nine months of 2019, including the reversal of uncertain tax benefits for which the statute of limitations expired, excess tax benefits related to share based compensation that vested in 2019, and a reduction in deferred tax liabilities resulting from the implementation of state tax planning initiatives.
Income (loss) from continuing operations decreased by approximately $152.0 million, to a loss of $103.5 million for the nine months ended September 30, 2020, compared to income of $48.5 million for the nine months ended September 30, 2019. The decrease was the result of a decrease in operating profit (loss) of approximately $177.1 million, a decrease in other income (expense), net and an increase in interest expense, partially offset by an increase in income tax benefit (expense) of approximately $27.3 million.
See below for a discussion of operating results by segment.
Packaging. Net sales increased approximately $65.7 million, or 22.0%, to $364.0 million in the nine months ended September 30, 2020, as compared to $298.3 million in the nine months ended September 30, 2019. Acquisition-related growth was approximately $19.5 million, comprised of approximately $9.4 million of sales from our April 2020 acquisition of Rapak as well as $10.1 million of January through April 2020 sales for Taplast, which was acquired in late April 2019. Sales of dispensing products used in beauty and personal care and home care applications increased by approximately $33.7 million, primarily as demand increased for personal hygiene applications due to heightened awareness of reducing the spread of germs following the onset of the COVID-19 pandemic. Sales of products used in food and beverage markets increased by approximately $11.5 million, primarily due to higher sales of beverage dispensers, including pumps and related products, in North America. Sales of products used in industrial markets increased by approximately $1.4 million, primarily due to higher demand within North America, some of which we believe is attributable to higher sales of products used in the transportation of bulk sanitizer and industrial cleaning solutions. These increases were partially offset by approximately $2.7 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.
Packaging's gross profit increased approximately $16.5 million to $106.8 million, or 29.3% of sales, in the nine months ended September 30, 2020, as compared to $90.3 million, or 30.3% of sales, in the nine months ended September 30, 2019, primarily due to increased sales levels. In addition, the first three quarters of 2019 included approximately $1.7 million of freight and logistics costs to expedite shipments to fulfill customer demand which did not repeat in 2020. These increases were partially offset by approximately $0.9 million in non-cash realignment costs during the first three quarters of 2020 primarily related to the disposal of certain equipment which was taken out of service and approximatelyapproximate $0.8 million for a purchase accounting non-cash charge related to the step-up of Rapak's inventory to fair value and subsequent amortization. Gross profit margin was lower than third quarter 2019 due to a less favorable product sales mix and generally lower production efficiencies, as well as Rapak generating low gross profit at current demand levels, all as a result ofamortization during the impacts of the COVID-19 pandemic. Gross profit and marginthree months ended June 30, 2020 that did not repeat in 2021. These increases were also impactedpartially offset by approximately $0.7$6 million of unfavorable currency exchange,higher material costs (primarily resin) than were recovered via sales price increases in the first half of 2021. During the first half of 2021, we recognized approximately $1.6 million of realignment costs primarily related to the closure of our Union City, California manufacturing facility and consolidation into our Indianapolis, Indiana and Woodridge, Illinois facilities as our reported resultscompared to $0.9 million of realignment costs in U.S. dollars were negatively impacted as a resultthe second quarter of 2020, primarily related to the stronger U.S. dollar relativedisposal of certain equipment removed from service. In addition, we recognized an approximate $0.8 million purchase accounting non-cash charge related to foreign currencies.the step-up of Affaba & Ferrari's inventory to fair value and subsequent amortization in the first half of 2021.
Packaging's selling, general and administrative expenses increased approximately $6.2$1.0 million to $36.4$25.2 million, or 10.0%9.3% of sales, in the ninesix months ended SeptemberJune 30, 2020,2021, as compared to $30.3$24.2 million, or 10.1%10.6% of sales, in the ninesix months ended SeptemberJune 30, 2019, as we incurred approximately $1.4 million in charges associated with our realignment actions,2020, primarily for severance in the nine months ended September 30, 2020. We also incurred approximately $2.9 million ofdue to higher ongoing selling, general and administrative costs associated with our acquisitions, as well as recorded higher personnel-related expenses supporting the higher demand for our products. This increase was partially offset by an approximate $0.8approximately $1.4 million non-cash charge during the nine months ended September 30, 2019 related to the write-off of the trade name acquiredin charges associated with first half 2020 realignment actions, primarily for severance, that did not repeat in the Plastic Srl acquisition that was not used.
Packaging's operating profit increased approximately $10.3$6.8 million to $70.3$49.2 million, or 19.3%18.1% of sales, in the ninesix months ended SeptemberJune 30, 2020,2021, as compared to $60.0$42.3 million, or 20.1%18.5% of sales, in the ninesix months ended SeptemberJune 30, 2019, as a result of increased2020, primarily due to higher sales which waslevels and favorable currency exchange. These increases were partially offset by the impact of higher material costs, incremental realignment charges taken during 2020, the recognition of the purchase accounting adjustment related to Rapak's inventory step-up to fair value and subsequent amortization, a less favorable product sales mix, production inefficiencies as a result of COVID-19 and higher selling, general and administrative expenses.
Aerospace. Net sales for the ninesix months ended SeptemberJune 30, 20202021 decreased approximately $15.0$2.4 million, or 10.3%2.6%, to $130.7$89.2 million, as compared to $145.7$91.5 million in the ninesix months ended SeptemberJune 30, 2019. The2020. RSA, acquired in February 2020, acquisition of RSA contributedadded approximately $13.5$4.3 million of sales. Salessales for January and February 2021. While sales of our fastener products benefited from approximately $13.9 million of customers' stocking orders for specialized fasteners in the first six months of 2021, sales of our fastener and machinedengineered components products declined by approximately $20.9$4.4 million and $7.6$2.3 million, respectively, both due to the lower demand resulting from current and expected future reduced air travel due to the COVID-19 pandemic, with fastener sales also lower than the first half of 2019, as expected, due to the 737 Max grounding.pandemic.
Gross profit within Aerospace decreasedincreased approximately $17.4$5.7 million to $21.5$20.3 million, or 16.5%22.7% of sales, in the ninesix months ended SeptemberJune 30, 2020,2021, from $38.9$14.6 million, or 26.7%15.9% of sales, in the ninesix months ended SeptemberJune 30, 2019,2020, due in partprimarily to the decreaserealignment actions taken in sales levels and related lower fixed cost absorption and production inefficiencies due to the impact of the COVID-19 pandemic. In the second and third quartersquarter of 2020 we undertook certain realignment actions to protect against uncertain end market demand related toand other adverse effects following the outbreak of the COVID-19 pandemic, resulting in charges of approximately $4.2 million related to inventory reductions, $2.1approximately $1.7 million related to severance as we reduced our manufacturing employment levels and approximately $0.3 million related to production equipment removed from service given current demand levels. In addition, we recordedservice. Gross profit also improved due to a more favorable product sales mix and the impact of an approximate $2.0 million purchase accounting non-cash charge related to the step-up of RSA's inventory to fair value and subsequent amortization during the first halfsix months ended June 30, 2020 that did not repeat in 2021. Partially offsetting these improvements was a decline in gross profit due to lower absorption of 2020 as well asfixed costs and production inefficiencies driven by the COVID-19 pandemic and by approximately $2.0$1.1 million for an updatedue to a pre-acquisition contingent liability.realignment actions taken related to facility consolidations.
Selling, general and administrative expenses increased approximately $2.0was flat at $13.7 million, or 15.3% of sales, in the six months ended June 30, 2021, as compared to $19.6$13.7 million, or 15.0% of sales, in the ninesix months ended SeptemberJune 30, 2020, as compared to $17.6 million, or 12.1%the impact of sales, in the nine months ended September 30, 2019, primarily due tohigher ongoing selling, general and administrative costs associated with our acquisition of RSA and approximately $0.6 million of realignment expenses incurred in the nine months ended September 30, 2020. The increase was partially offset by cost reduction efforts to mitigate the impact of lower sales levels.levels
Operating profit (loss) within Aerospace decreasedincreased approximately $153.9$5.8 million to an operating profit of $6.6 million, or 7.4% of sales, in the six months ended June 30, 2021, as compared to an operating loss of $132.6$0.9 million, or 101.5%1.0% of sales, in the ninesix months ended SeptemberJune 30, 2020, as compared to an operating profit of $21.3 million, or 14.6% of sales, in the nine months ended September 30, 2019. Operating profit and related margin decreased primarily due to approximately $134.6 million of goodwill and indefinite-lived intangible asset impairment charges in the third quarter of 2020. Operating profit also declined due tolower realignment charges, as well as the impact of lowera more favorable product sales levels, which resulted in lower fixed cost absorptionmix and higher production inefficiencies as a result of the COVID-19 pandemic, the recognition of thea purchase accounting adjustment related to RSA's inventory step-up to fair value and subsequent amortization higher selling, generalduring the first half of 2020 that did not repeat in 2021, partially offset by lower fixed cost absorption and administrative expenses and the update of a pre-acquisition contingent liability.production inefficiencies.
Specialty Products. Net sales for the ninesix months ended SeptemberJune 30, 2020 decreased2021 increased approximately $21.5$2.9 million, or 19.8%4.7%, to $87.1$64.8 million, as compared to $108.7$61.9 million in the ninesix months ended SeptemberJune 30, 2019.2020. Sales of our cylinder products decreased byincreased approximately $16.3$1.9 million, as lowdue to higher demand for steel cylinders used in construction and HVAC activity in North America was partially offset by a modestas industrial activity began to increase in second quarter 2021 following the saleprevious lower levels in 2020 as a result of cylinders used for oxygen and other medical applications.the pandemic. Sales of engines, compressors and related parts used in upstream oil and gas applications decreasedincreased by approximately $5.2$1.0 million, primarily as a result of lowhigher oil-field activity in North America givenAmerica. Our sales in the low pricefirst six months of oil.2020 included approximately $0.7 million related to the liquidation of non-core inventory following our strategic decision to streamline Arrow Engine's product line offering.
Gross profit within Specialty Products decreasedincreased approximately $13.2$12.2 million to $7.3$14.7 million, or 8.3%22.7% of sales, in the ninesix months ended SeptemberJune 30, 2020,2021, as compared to $20.4$2.5 million, or 18.8%4.0% of sales, in the ninesix months ended SeptemberJune 30, 2019, due in part to2020. During the decrease in sales levels and related lower fixed cost absorption and production inefficiencies due primarily to the impact of the COVID-19 pandemic. In addition, during the second quarter ofsix months ended June 30, 2020, we undertookexecuted certain realignment actions in response to reduced end market demand as a result of the COVID-19 pandemic, resulting in approximately $9.0 million of non-cash charges, in the nine months ended September 30, 2020, primarily related to Arrow Engine streamlining its product line offering and liquidating itsthe non-core inventory.inventory, which did not repeat in 2021. In addition, gross profit increased in the six months ended June 30, 2021 due to higher sales levels, while margins further improved due to favorable product sales mix and leveraging the previous realignment actions.
Selling, general and administrative expenses within Specialty Products decreased approximately $0.3$0.8 million to $6.4$4.2 million, or 7.3%6.5% of sales, in the ninesix months ended SeptemberJune 30, 2020,2021, as compared to $6.7$5.0 million, or 6.2%8.1% of sales, in the ninesix months ended SeptemberJune 30, 2019. During the first nine months of 2020, as we incurred selling, general and administrative realignment expenses of approximately $0.7 million in the six months ended June 30, 2020 related to severance as we reduced our employment levels, which was partially offset by reduced spending levels as a result of lower activity levels.
Operating profit (loss) within Specialty Products decreasedincreased approximately $12.9$13.0 million to $0.9an operating profit of $10.5 million, or 1.0%16.2% of sales, in the ninesix months ended SeptemberJune 30, 2020,2021, as compared to $13.7an operating loss of $2.5 million of operating profit, or 12.6%4.1% of sales, in the ninesix months ended SeptemberJune 30, 2019,2020, primarily as a result of the 2020 realignment actions, as well as due to the impact of lowerthe first half 2020 realignment costs that did not repeat in 2021, as well as higher sales and related lowerprofit conversion leveraging the 2020 realignment actions without the need to add incremental fixed cost absorption and production inefficiencies.costs.
Corporate. Corporate expenses, net consist of the following (dollars in millions):
| | | | | Nine months ended September 30, | | | Six months ended June 30, |
| | | | 2020 | | 2019 | | | 2021 | | 2020 |
| Corporate operating expenses | Corporate operating expenses | | $ | 16.1 | | | $ | 17.6 | | Corporate operating expenses | | $ | 13.0 | | | $ | 10.9 | |
| Non-cash stock compensation | Non-cash stock compensation | | 5.6 | | | 3.9 | | Non-cash stock compensation | | 5.7 | | | 4.7 | |
| Legacy expenses | Legacy expenses | | 23.5 | | | 3.1 | | Legacy expenses | | 0.9 | | | 23.4 | |
| Corporate expenses | Corporate expenses | | $ | 45.2 | | | $ | 24.6 | | Corporate expenses | | $ | 19.6 | | | $ | 39.0 | |
Corporate expenses increaseddecreased approximately $20.6$19.4 million to $45.2$19.6 million for the ninesix months ended SeptemberJune 30, 2020,2021, from $24.6$39.0 million for the ninesix months ended SeptemberJune 30, 2019,2020, primarily as a result of the $23.4 million non-cash charge recorded in second quarter 2020 due to the change of our accounting policy for asbestos-related defense costs from accruing for probable and reasonably estimable defense costs associated with known claims expected to settle to accrue for all future defense costs for both known and unknown claims, which we now believe can be reasonably estimated. Non-cash stock compensation expensecosts. Corporate operating expenses increased dueprimarily as a result of realignment charges related to the timingcorporate office legal and nature of equity awards in 2020 compared with 2019, the impact of which was mostly offset by lower corporate operating expenses and the favorable resolution of legacy mattersfinance groups during the nine months ended September 30, 2020.first half of 2021.
Liquidity and Capital Resources
Cash Flows
Cash flows provided by operating activities were approximately $79.1$42.7 million for the ninesix months ended SeptemberJune 30, 2020,2021, as compared to approximately $60.6$30.8 million for the ninesix months ended SeptemberJune 30, 2019.2020. Significant changes in cash flows provided by operating activities and the reasons for such changes were as follows:
•For the ninesix months ended SeptemberJune 30, 2020,2021, the Company generated approximately $82.7$72.3 million of cash, based on the reported net lossincome of approximately $103.5$24.9 million and after considering the effects of non-cash items related to depreciation, amortization, loss on dispositions of assets, changes in deferred income taxes, debt financing and related expenses, stock-based compensation asbestos-related change in liability estimate, impairment of goodwill and indefinite-lived intangible assets and other operating activities. For the ninesix months ended SeptemberJune 30, 2019,2020, the Company generated approximately $91.5$52.1 million in cash flows based on the reported net income from continuing operationsloss of approximately $48.5$2.6 million and after considering the effects of similar non-cash items.items and the asbestos-related change in liability estimate.
•Increases in accounts receivable resulted in a use of cash of approximately $6.2$22.6 million and $8.4$12.3 million for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively. The increased use of cash for each of the ninesix month periods is due primarily to the timing of sales and collection of cash related thereto within the periods. Days sales outstanding of receivables decreased by approximately three days compared to third quarter 2019.remained relatively consistent during these periods.
•We increased our investment in inventory by approximately $0.9 million for the six months ended June 30, 2021 and decreased our investment in inventory by approximately $4.5$5.3 million for the ninesix months ended SeptemberJune 30, 2020, while we increased our investment in inventory by approximately $0.6 million for the nine months ended September 30, 2019.2020. Our days sales in inventory decreased by approximately 12ten days in 2021 through the nine months ended September 30,solid inventory management even as our 2021 net sales increased above 2020 andlevels. Our days sales in inventory also decreased by approximately threeten days asin 2020 compared to third quarterwith 2019 primarily as a result of thesecond quarter 2020 realignment actions to reduce inventory, primarily related to our strategic decision in our Arrow Engine division to streamline its product line offering. We continue to moderate inventory levels in line with sales levels.
•Increases in prepaid expenses and other assets resulted in a use of cash of approximately $7.4 million for the six months ended June 30, 2021. Decreases in prepaid expenses and other assets resulted in a source of cash of approximately $5.5$0.3 million for the ninesix months ended SeptemberJune 30, 2020 and of approximately $4.8 million for the nine months ended September 30, 2019.2020. These changes were primarily a result of the timing of payments made for income taxes and certain operating expenses.
•DecreasesAn increase in accounts payable and accrued liabilities resulted in a source of cash of approximately $1.4 million for the six months ended June 30, 2021, while a decrease in accounts payable and accrued liabilities resulted in a use of cash of approximately $7.4 million and $26.8$14.5 million for the ninesix months ended SeptemberJune 30, 2020 and 2019, respectively, primarily as a result of the timing of payments made to suppliers and the mix of vendors and related terms. Days2020. Days accounts payable on hand decreased by approximately sixtwo days in 2020 as2021 compared with the comparable 2019 period,a decrease of approximately nine days in 2020, primarily as we paid certain key Packaging vendors more quickly in 2020 to ensure our orders remained a top priority for them given our robust demand levels and minimal available capacity in the marketplace.marketplace in 2020.
Net cash used for investing activities of continuing operations for the ninesix months ended SeptemberJune 30, 20202021 and 20192020 was approximately $110.9$18.2 million and $89.1$102.3 million, respectively. During the first ninesix months of 2020,2021, we paidinvested approximately $95.2 million, net of cash acquired, to acquire RSA and Rapak. We incurred approximately $17.7$18.3 million in capital expenditures, as we continued our investment in growth, capacity and productivity-related capital projects. During the first six months of 2020, we invested approximately $9.3 million in capital expenditures and paid approximately $95.2 million, net of cash acquired, to acquire RSA and Rapak. We also received proceeds from disposition of business, property and equipment of approximately $1.9$2.1 million. During the first nine months of 2019, we incurred approximately $22.0 million in capital expenditures and paid approximately $67.0 million, net of cash acquired, to acquire Plastic Srl and Taplast.
Net cash used forprovided by financing activities for the ninesix months ended SeptemberJune 30, 20202021 was approximately $40.9$19.0 million, while net cash used for financing activities was $23.9approximately $35.8 million for the ninesix months ended SeptemberJune 30, 2019.2020. During the first ninesix months of 2020,2021, we issued $400.0 million principal amount of senior notes, made net repayments of approximately $2.3$48.6 million on our revolving credit facilities, and redeemed $300.0 million principal amount of senior notes. In connection with refinancing our long-term debt, we paid approximately $13.6 million of debt financing fees and redemption premium. We also purchased approximately $14.2 million of outstanding common stock and used a net cash amount of approximately $4.6 million related to our stock compensation arrangements. During the first six months of 2020, we borrowed approximately $1.6 million, net of repayments, on our revolving credit facilities. We also purchased approximately $36.0$31.6 million of outstanding common stock and used a net cash amount of approximately $2.6 million related to our stock compensation arrangements. During the first nine months of 2019, we borrowed approximately $0.5 million, net of repayments, on our revolving credit facilities. We also purchased approximately $21.1 million of outstanding common stock and used a net cash amount of approximately $3.2 million related to our stock compensation arrangements.
Our Debt and Other Commitments
TheIn March 2021, we issued the 2029 Senior Notes in a private placement under Rule 144A of the Securities Act of 1933, as amended. We used the proceeds from the 2029 Senior Notes offering to pay fees and expenses of approximately $5.1 million related to the offering and pay fees and expenses of $1.1 million related to amending our Credit Agreement. In connection with the issuance, during the second quarter of 2021, we completed the redemption of our 2025 Senior Notes, paying $300.0 million aggregateto retire the outstanding principal amount plus $7.3 million as a redemption premium. The remaining cash proceeds from the 2029 Senior Notes were used for general corporate purposes, including repaying all outstanding revolving credit facility borrowings. The $5.1 million of senior notesfees and expenses related to the 2029 Senior Notes were capitalized as debt issuance costs, while the $7.3 million redemption premium as well as approximately $3.0 million of unamortized debt issuance costs associated with the 2025 Senior Notes were recorded as expense within debt financing and related expenses in the accompanying statement of operations in the six months ended June 30, 2021.
The 2029 Senior Notes accrue interest at a rate of 4.875%4.125% per annum, payable semi-annually in arrears on April 15 and October 15, commencing on AprilOctober 15, 2018 ("Senior Notes").2021. The payment of principal and interest is jointly and severally guaranteed, on a senior unsecured basis, by certain named subsidiaries of the Company (each a "Guarantor" and collectively the "Guarantors"). The 2029 Senior Notes are pari passu in right of payment with all existing and future senior indebtedness and effectively subordinated to all existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.
Prior to April 15, 2024, we may redeem up to 40% of the principal amount of the 2029 Senior Notes at a redemption price of 104.125% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of one or more equity offerings provided that each such redemption occurs within 90 days of the date of closing of each such equity offering. In addition, prior to April 15, 2024, we may redeem all or part of the 2029 Senior Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a "make whole" premium.
For the ninesix months ended SeptemberJune 30, 2020,2021, our consolidated subsidiaries that do not guarantee the 2029 Senior Notes represented approximately 22%28% of the total of guarantor and non-guarantor net sales, treating each as a consolidated group and excluding intercompany transactions between guarantor and non-guarantor subsidiaries. In addition, our non-guarantor subsidiaries represented approximately 33%37% and 14%49% of the total guarantor and non-guarantor assets and liabilities, respectively, as of SeptemberJune 30, 2020,2021, treating the guarantor and non-guarantor subsidiaries each as a consolidated group and excluding intercompany transactions between such groups.group.
We may redeem all or partIn March 2021, we amended our Credit Agreement in connection with the issuance of the 2029 Senior Notes at a redemption price equal to 100%extend the maturity date. We incurred fees and expenses of the principal amount thereof, plus accrued and unpaid interest, if any,approximately $1.1 million related to the redemption date, plus a "make whole" premium.
amendment, all of which were capitalized as debt issuance costs. We are partyalso recorded approximately $0.2 million of non-cash expense related to a credit agreement ("the write-off of previously capitalized deferred financing fees. The Credit Agreement") consistingAgreement consists of a $300.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies, subject to a $125.0 million sub limit. The Credit Agreement matureslimit, maturing on September 20, 2022March 29, 2026 and is subject to interest at London Interbank Offered Rate ("LIBOR") plus 1.50%. The interest rate spread is based upon the leverage ratio, as defined, as of the most recent determination date. The Credit Agreement allows issuance of letters of credit, not to exceed $40.0 million in aggregate, against revolving credit facility commitments.
The Credit Agreement also provides for incremental revolving credit commitments in an amount not to exceed the greater of $200.0 million and an amount such that, after giving effect to such incremental commitments and the incurrence of any other indebtedness substantially simultaneously with the making of such commitments, the senior secured net leverage ratio, as defined in the Credit Agreement, is no greater than 3.00 to 1.00. The terms and conditions of any incremental revolving credit facility commitments must be no more favorable than the existing credit facility.
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 the ability to, subject to certain exceptions and limitations, incur 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 total net leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined), a maximum senior secured net leverage ratio (total consolidated senior secured indebtedness, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over the sum of consolidated cash interest expense, as defined, and preferred dividends, as defined). Our permitted total net leverage ratio under the Credit Agreement is 4.00 to 1.00 as of SeptemberJune 30, 2020.2021. If we were to complete an acquisition which qualifies for a Covenant Holiday Period, as defined in our Credit Agreement, then our permitted total net leverage ratio cannot exceed 4.50 to 1.00 during that period. Our actual total net leverage ratio was 1.441.79 to 1.00 at SeptemberJune 30, 2020. Our permitted senior secured net leverage ratio under the Credit Agreement is 3.50 to 1.00 as of September 30, 2020. If we were to complete an acquisition which qualifies for a Covenant Holiday Period, as defined in our Credit Agreement, then our permitted senior secured net leverage ratio cannot exceed 4.00 to 1.00 during that period. Our actual senior secured net leverage ratio was not meaningful at September 30, 2020.2021. Our permitted interest expense coverage ratio under the Credit Agreement is 3.00 to 1.00 as of SeptemberJune 30, 2020.2021. Our actual interest expense coverage ratio was 12.7912.83 to 1.00 at SeptemberJune 30, 2020.2021. At SeptemberJune 30, 2020,2021, we were in compliance with our financial covenants.
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 SeptemberJune 30, 20202021 (dollars in thousands). We present Consolidated Bank EBITDA to show our performance under our financial covenants.
| | | | | | | | | | | | | | |
| | | | | | | | |
| | | | | | | | Twelve Months
Ended
September June 30, 20202021 |
Net incomeloss | | | | | | | | $ | (65,050)(52,280) | |
| Bank stipulated adjustments: | | | | | | | | |
| Interest expense | | | | | | | | 14,76014,520 | |
| Income tax expense | | | | | | | | 7,590 (17,370) | |
| Depreciation and amortization | | | | | | | | 49,18051,460 | |
| Impairment charges and asset write-offs | | | | | | | | 134,600 | |
Non-cash compensation expense(1) | | | | | | | | 7,9309,150 | |
| Non-cash charges for deferred tax asset valuation allowances | | | | | | | | 250 | |
| Other non-cash expenses or losses | | | | | | | | 17,7801,880 | |
Non-recurring expenses or costs(2) | | | | | | | | 7,65014,780 | |
| Extraordinary, non-recurring or unusual gains or losses | | | | | | | | 22,9104,150 | |
| Effects of purchase accounting adjustments | | | | | | | | 2,110830 | |
| Business and asset dispositions | | | | | | | | 930540 | |
| Net losses on early extinguishment of debt | | | | | | | | 3,000 | |
| Permitted acquisitions | | | | | | | | 3,500 | |
| | | | | | | | |
Permitted acquisitionsCurrency gains and losses | | | | | | | | 2,040 | |
Permitted dispositions(3)
| | | | | | | | (40,150)980 | |
| | | | | | | | |
| | | | | | | | |
| Consolidated Bank EBITDA, as defined | | | | | | | | $ | 162,280169,990 | |
| | | | | | | | |
| | SeptemberJune 30, 20202021 | |
| | |
| | |
| Total Indebtedness, as defined | $ | 234,340303,750 | | |
| Consolidated Bank EBITDA, as defined | 162,280169,990 | | |
| Total net leverage ratio | 1.441.79 | | x |
| Covenant requirement | 4.00 | | x |
| | | | | | | | |
| September 30, 2020 | |
| | |
| | |
Total Senior Secured Indebtedness(4)
| $ | (65,660) | | |
Consolidated Bank EBITDA, as defined | 162,280 | | |
Senior secured net leverage ratio | n/m | x |
Covenant requirement | 3.50 | | x |
| | | | | | | | | | | | | | |
| | | | | | | | |
| | | | | | | | | Twelve Months
Ended
September June 30, 20202021 |
| Interest expense | | | | | | | | $ | 14,76014,520 | |
| Bank stipulated adjustments: | | | | | | | | |
| Interest income | | | | | | | | (700)(180) | |
| Non-cash amounts attributable to amortization of financing costs | | | | | | | | (1,370)(1,090) | |
| | | | | | | | |
| Total Consolidated Cash Interest Expense, as defined | | | | | | | | $ | 12,69013,250 | |
| | | | | | | | |
| | SeptemberJune 30, 20202021 | |
| Consolidated Bank EBITDA, as defined | $ | 162,280169,990 | | |
| Total Consolidated Cash Interest Expense, as defined | 12,69013,250 | | |
| Actual interest expense coverage ratio | 12.7912.83 | | x |
| Covenant requirement | 3.00 | | x |
_____________________________
(1) Non-cash compensation expenses resulting from the grant of equity awards.
(2) Non-recurring costs and expenses relating to diligence and transaction costs, purchase accounting costs, severance, relocation, restructuring and curtailment expenses.
(3) EBITDA from permitted dispositions, as defined.
(4) Senior secured indebtedness is negative at September 30, 2020 dueOur revolving credit facility allows for the issuance of letters of credit, not to the deduction of certain unrestricted cash and unrestricted permitted investments as allowed under the Credit Agreement.
During the three months ended September 30, 2020, weexceed $40.0 million in aggregate. We placed approximately $10.5 million of restricted cash on deposit with a financial institution to be held as cash collateral for our outstanding letters of credit; therefore, as of SeptemberJune 30, 2021 and December 31, 2020, we had no letters of credit issued against our revolving credit facility. At SeptemberJune 30, 2020,2021, we had no amounts outstanding under our revolving credit facility and had approximately $300.0 million potentially available after giving effect to letters of credit issued and outstanding. At December 31, 2019,2020, we had no$50.5 million amounts outstanding under our revolving credit facility and had approximately $283.9$249.5 million potentially available after giving effect to approximately $16.1 million of letters of credit issued and outstanding. TheOur letters of credit, or corresponding restricted cash deposits, 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. Our borrowing capacity was not reduced by leverage restrictions contained in the Credit Agreement as of SeptemberJune 30, 20202021 and December 31, 2019.2020.
We rely upon our cash flow from operations and available liquidity under our revolving credit facility to fund our debt service obligations and other contractual commitments, working capital and capital expenditure requirements. At the end of each quarter, we have historically used cash on hand from our domestic and foreign subsidiaries to pay down amounts outstanding under our revolving credit facility, as applicable.
Our weighted average borrowings during the first ninesix months of 20202021 approximated $387.7$403.7 million, compared to approximately $335.3$413.6 million during the first ninesix months of 2019, due to our2020. In March 2020, proactivewe proactively drew $150 million draw on our revolving credit facility to ensure availability of cash on hand given the potential uncertainty surrounding the financial markets as a result of the COVID-19 pandemic. We repaid the $150 million during second quarter 2020.
In May 2021, we, through one of our non-U.S. subsidiaries, entered into a revolving loan facility with a borrowing capacity of $4 million. The facility is guaranteed by TriMas Corporation. There were no borrowings on this loan facility during the three months ended June 30, 2021.
Cash management related to our revolving credit facility 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.
In considering the economic uncertainty surrounding the potential business impacts from the COVID-19 pandemic with respect to our operations, supply chains, distribution channels, and end-market customers, we have taken certain defensive actions as we monitor our cash position and available liquidity. These actions have included suspending our repurchase of our common stock, during second quarter 2020, borrowing on our revolving credit facility, tightening our capital expenditures, advanced monitoring of our accounts receivable balances and flexing cost structures of operations expected to be most impacted by COVID-19. Given strong cash generation and our current liquidity position, we have subsequently relaxed certain of these actions, in the third quarter of 2020, choosing to further invest in capital expenditures for our businesses and resume purchasing shares of our common stock.
With more than halfThe majority of our cash on hand as of SeptemberJune 30, 20202021 is located within the U.S., and given available funding under our revolving credit facility of $300.0 million at SeptemberJune 30, 20202021 (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 obligations for the foreseeable future.
We are subject to variable interest rates on our revolving credit facility. At SeptemberJune 30, 2020,2021, 1-Month LIBOR approximated 0.15%0.10%. At SeptemberJune 30, 2020,2021, we had no amounts outstanding on our revolving credit facility and, therefore, no variable rate-based borrowings outstanding.
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 $7.5$9.4 million in 2019.2020. We expect leasing will continue to be an available financing option to fund future capital expenditure requirements.
In March 2020, we announced our Board of Directors had authorized us to increase the purchase of our common stock up to $250 million in the aggregate, an increase of $100 million from the prior authorization. In the three and ninesix months ended SeptemberJune 30, 2020,2021, we purchased 188,028358,047 and 1,441,678440,218 shares of our outstanding common stock for an aggregate purchase price of approximately $4.5$11.6 million and $36.0$14.2 million, respectively. Since the initial authorization through SeptemberJune 30, 20202021 we have purchased 3,114,3603,694,949 shares of our outstanding common stock for an aggregate purchase price of approximately $84.9$102.5 million. We will continue to evaluate opportunities to return capital to shareholders through the purchase of our common stock, depending on market conditions, including the potential impact of the COVID-19 pandemic, and other factors.
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 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. As of SeptemberJune 30, 2020,2021, we were party to foreign exchange forward and swap contracts to hedge changes in foreign currency exchange rates with notional amounts of approximately $63.5$126.5 million. We also use cross-currency swap agreements to mitigate currency risks associated with the net investment in certain of our foreign subsidiaries. See Note 12,10, "Derivative Instruments," included in Part 1, Item 1, "Notes to Unaudited Consolidated Financial Statements," within this quarterly report on Form 10-Q for additional information.
We are also subject to interest risk as it relates to our long-term debt. We have historically used interest rate swap agreements to fix the variable portion of our debt to manage this risk. See Note 11,9, "Long-term Debt," included in Part 1, Item 1, "Notes to Unaudited Consolidated Financial Statements," within this quarterly report on Form 10-Q for additional information.
Common Stock
TriMas is listed in the NASDAQ Global Select MarketSM.Market. 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 12, 2020,March 24, 2021, Moody's affirmedassigned a Ba3 rating to our 2029 Senior Notes, as presented inNotes. See Note 11,9, "Long-term Debt" included in Part I, Item 1, "Notes to Unaudited Consolidated Financial Statements" within this quarterly report on Form 10-Q. Moody's also affirmed a Ba2 Corporate Family Rating and maintained its outlook as stable. On February 12, 2020,March 15, 2021, Standard & Poor's affirmedassigned a BB- rating to our senior unsecured debt,2029 Senior Notes. On February 26, 2021, Standard & Poor's affirmed a BB corporate credit rating and maintained its 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
ThroughIt has now been more than one year since the first nine monthsonset of 2020,the COVID-19 pandemic. The pandemic has significantly affected each of our businesses and how we experienced year-over-year overall growthoperate, albeit in sales, driven by robust organic growthdifferent ways and magnitudes. Sales in our Packaging segment and from acquisitions, which were partially offset by sales decreases in our Aerospace and Specialty Products segments. We expect these general segment trends for sales will continue through the remainder of 2020 compared with 2019, with Packaging likely to continue to experience higher demand, particularly for dispensing and closure products we supply that helpare used in applications to fight the spread of germs whilecontinue to be much stronger than before the pandemic, although, as expected, have declined from peak levels in second quarter 2020 at the onset of the pandemic. Sales in our Specialty Products salessegment have been depressed by low levels of industrial activity in the U.S., but began to rebound in second quarter 2021. Sales in our Aerospace segment are expected to be lower than 2019 unless industrial activity beginshistorical levels for an indefinite period as a result of low new commercial aircraft builds, but have been boosted by a customer's stocking orders during the first half of 2021.
We believe our financial results demonstrate our ability to recover.effectively leverage our TriMas Business Model, working across our businesses with a high degree of connectivity to respond to changing market conditions, including the ongoing challenges presented by the COVID-19 pandemic. We have capitalized on opportunities where market demand was high, while also expect our Aerospace segment'staking swift actions where market demand was sharply reduced. We have continued to take proactive realignment actions to mitigate the effects of lower demand from the pandemic as much as practical.
While we experienced increased sales to further declinelevels during second quarter 2021, as compared to 2019, as customer orders are significantly lower than prior year as aircraft manufacturers slow or halt productionthe same period in response2020, we believe there will be a continued period of uncertainty related to low demand for new planes following the onset of the COVID-19 pandemic. Although we have taken realignment actions to somewhat mitigate the impact of the lower demand levels a clear picture for our business has yet to emerge, and we are unable to predict the full extentother products, whether it be when new aircraft builds will ramp-up that require our fasteners or duration of these impacts at this time.
We are continuing to manage production capacity to prevailingengineered products or whether industrial demand conditions where practical and have taken steps to reduce controllable costs. As wewill continue to navigate through this uncertain period, our goal will beimprove toward pre-pandemic levels. We expect to continue to mitigate, as much as practical, the impact of lowerlow volumes and execute strategic manufacturing footprintin the most challenged end markets, executing realignment actions for our businesses experiencing decreased end-market demand,as necessary so we are positioned to gain operating leverage when certainthese end markets beginrecover. We believe we remain well positioned to recover. For those endcapitalize on the recovery of the aerospace and industrial markets, where demand may increase, such as for our Packaging segment's dispensers and closures used in applications that help fightwell as available market growth opportunities. We believe the continued effectiveness of vaccines, as well as continued measures intended to control the spread of germs, improve personal hygiene,the virus and advance home and industrial cleaning, we will continue to collaborate withfuture variants thereof, are among the most significant factors that could impact demand for our customers and strategic supply partners to ensure availability of capacity to fulfill requisite orders, while also investing in localizing supply where necessary.products.
As a result of continued uncertainties resulting from the COVID-19 pandemic, and their potential impact to our future results of operations, as well as to TriMas' market capitalization, we may record additional cash and non-cash charges related to further realignment actions, as well for uncollectible customer account balances, excess inventory and idle production equipment. At this time, we are not able to practically estimate the extent or amount of any such potential cash and non-cash charges.
DespiteFollowing the expected pressure to future demand levelsissuance of our 2029 Senior Notes and results of operations inamending our Aerospace and Specialty Products segments, at present,Credit Agreement, we believe our capital structure is in a solid position. We believeremains strong and that we have sufficient headroom under our financial covenants, and ample cash and available liquidity under our revolving credit facility, to meet our debt service, capital expenditure and other short-term and long-term obligations for the foreseeable future.
We expect to continue to leverage the tenets of theour TriMas Business Model to manage our multi-industry businesses and address the ongoing challenges presented by the COVID-19 pandemic, and on a longer-term basis, achieve our growth plans, execute continuous improvement initiatives to offset inflationary pressures, and seek lower-cost sources for input costs, all while continuously assessing the appropriateness of our manufacturing footprint and fixed-cost structure.
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 used in 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, 2020, the Company changed its accounting policy for asbestos-related matters, for which the new policy is described below.
Asbestos-related Matters
We accrue loss reserves for asbestos-related matters based upon an estimate of the ultimate liability for claims incurred, whether reported or not, including an estimate of future settlement costs and costs to defend. We utilize known facts and historical trends for Company-specific and general market asbestos-related activity, as well as an actuarial valuation in determining estimated required reserves which we believe are probable and reasonably estimable. Asbestos-related accruals are assessed at each balance sheet date to determine if the liability remains reasonably stated. Accruals for asbestos-related matters are included in the consolidated balance sheet in “Accrued liabilities” and “Other long-term liabilities.”
Other than for the accounting policy for asbestos-related matters,2021, 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, 2019.2020.
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 11,9, "Long-term Debt," and Note 12,10, "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 Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Evaluation of disclosure controls and procedures
As of SeptemberJune 30, 2020,2021, an evaluation was carried out by management, with the participation of the Chief Executive Officer and 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 Executive Officer and Chief Financial Officer concluded that as of SeptemberJune 30, 2020,2021, 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
In response to the COVID-19 pandemic, we have required certain employees, some of whom are involved in the operation of our internal controls over financial reporting, to work from home. Despite this change, there have been no changes in the Company's internal control over financial reporting during the quarter ended SeptemberJune 30, 20202021 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. We are continually monitoring and assessing the COVID-19 pandemic on our internal controls to minimize any impact it may have on their design and operating effectiveness.
PART II. OTHER INFORMATION
TRIMAS CORPORATION
Item 1. Legal Proceedings
See Note 15,13, "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
TheIn addition to the other information set forth in this report, including without limitation,you should carefully consider the risk factor presented below, updates and should be read in conjunction with, the risk factors and information discloseddiscussed in Part 1, Item 1A., "Risk Factors," in our 2020 Annual Report on Form 10-K, for the year ended December 31, 2019.
The novel coronavirus (COVID-19) pandemic has had, and is expected to continue to have, a significant impact on the Company's operations andwhich could materially affect our business, financial condition or future results.
Since late January 2020, we There have been managing matters related to the global COVID-19 pandemic, including impacts to our operations and strategic supplier-partners in Asia, and, more recently, our manufacturing operations in Europe and North America. As a result of COVID-19, we have experienced temporary disruptions in the operation and workforce staffing of certain of our manufacturing facilities, as we were early adopters of many of the workplace guidelines recently published by the U.S. Centers for Disease Control and Prevention ("CDC") and took precautionary measures when necessary. COVID-19 has also affected our customers and suppliers, and we are collaborating with them to minimize supply chain disruptions. In response to the pandemic and related mitigation measures, we also implemented pandemic and business continuity plans, as well as other precautionary measures on behalf of our customers and employees, including supporting remote work opportunities for certain of our employees. While we believe that all these measures have been necessary or appropriate, they have resulted in additional costs and may adversely impact our business and financial performance in the future or expose us to additional unknown risks.
The COVID-19 pandemic has impacted our results of operations, and we expect it will continue to impact us in the future at varying levels. For example, due in part to the impact of the COVID-19 pandemic, sales for our dispensing and closure products increased, while salesno significant changes in our Aerospace and Specialty Products segments decreased, in the second and third quarters of 2020. Although it is not possible to predict the ultimate impact of COVID-19, including on our business, results of operations, financial position or cash flows, such impacts that may be material include, but are not limited to: (i) shifting customer demand for many of our products, including those used in cosmetic, personal care, pharmaceutical, household product, food and beverage, and industrial markets,risk factors as well as aerospace markets; (ii) increased credit risk, including increased failure by customers experiencing business disruptions to make timely payments; (iii) reduced availability and productivity of employees, as well as increased costs associated with our high-deductible medical insurance plan if our employees become ill; (iv) increased operational risks as a result of manufacturing facility disruptions or remote work arrangements, including the potential effects on internal controls and procedures, as well as cybersecurity risks and increased vulnerability to security breaches, information technology disruptions and other similar events; (v) delays and disruptions in the availability of and timely delivery of materials and components useddisclosed in our operations, as well as increased costs for such materials and components; (vi) customer requirements to accelerate the relocation of certain of our production lines to North America, which may increase our capital investment needs and launch costs; (vii) a negative impact on liquidity position; (viii) any impairment in value of tangible or intangible assets which could be recorded as a result of weaker economic conditions; and (ix) increased costs and less ability to access funds under our existing credit facility and the capital markets.
The extent of the COVID-19 pandemic's effect on our operational and financial performance will depend in large part on future developments, which cannot be predicted with confidence at this time. Future developments include the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact, and the resumption of widespread economic activity. In addition, because we cannot predict the impact that COVID-19 will ultimately have, the actual impact may also exacerbate other risks discussed in Item 1A. “Risk Factors” in our2020 Annual Report on Form 10-K for the fiscal year ended December 31, 2019, any of which could have a material effect on us.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about purchases made by the Company, or on behalf of the Company by an affiliated purchaser, of shares of the Company's common stock during the three months ended SeptemberJune 30, 2020.2021.
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| Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1) |
| July 1, 2020 to July 31, 2020 | | — | | | $ | — | | | — | | | $ | 169,543,834 | |
| August 1, 2020 to August 31, 2020 | | 65,928 | | | $ | 24.50 | | | 65,928 | | | $ | 167,928,496 | |
| September 1, 2020 to September 30, 2020 | | 122,100 | | | $ | 23.47 | | | 122,100 | | | $ | 165,063,270 | |
| Total | | 188,028 | | | $ | 23.83 | | | 188,028 | | | $ | 165,063,270 | |
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| Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1) |
| April 1, 2021 to April 30, 2021 | | 52,204 | | | $ | 30.92 | | | 52,204 | | | $ | 157,453,974 | |
| May 1, 2021 to May 31, 2021 | | 228,475 | | | $ | 32.78 | | | 228,475 | | | $ | 149,964,638 | |
| June 1, 2021 to June 30, 2021 | | 77,368 | | | $ | 31.96 | | | 77,368 | | | $ | 147,492,131 | |
| Total | | 358,047 | | | $ | 32.33 | | | 358,047 | | | $ | 147,492,131 | |
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(1) In March 2020, the Company announced its Board of Directors had authorized the Company to increase the purchase of its common stock up to $250 million in the aggregate from its previous authorization of $150 million. The increased authorization includes the value of shares already purchased under the previous authorization. Pursuant to this share repurchase program, during the three months ended SeptemberJune 30, 2020,2021, the Company repurchased 188,028358,047 shares of its common stock at a cost of approximately $4.5$11.6 million. The share repurchase program is effective and has no expiration date.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
Exhibits Index:
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| 3.1 | |
| 3.2 | |
| 10.1 | |
| 10.2 | |
| 31.1 | |
| 31.2 | |
| 32.1 | |
| 32.2 | |
| 101 | The following materials from TriMas Corporation's Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 2020,2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheet, (ii) the Consolidated Statement of Operations, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statement of Cash Flows, (v) the Consolidated Statement of Shareholders' Equity, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information. |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Management contracts and compensatory plans or arrangements.
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.
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| | TRIMAS CORPORATION (Registrant) |
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| | | | /s/ ROBERT J. ZALUPSKISCOTT A. MELL |
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| Date: | OctoberJuly 29, 20202021 |
By: | | Robert J. ZalupskiScott A. Mell
Chief Financial Officer |