UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
(MARK ONE)
Quarterly Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2004
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 333-100351
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.) |
|||||
39400 Woodward
Avenue, Suite 130
Bloomfield Hills, Michigan 48304
(Address of principal executive offices, including zip code)
(248) 631-5450
(Registrant's telephone number, including area code)
Indicate
by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
No
.
Indicate by check mark
whether the registrant is an accelerated filer (as defined in Rule 12
6-2 of the Exchange Act). Yes
No
.
As of August 13, 2004, the number of outstanding shares of the Registrant's common stock, $.01 par value, was 20,010,000 shares.
TriMas Corporation
Index
| Page No. | ||||||||||||||
| Part I. Financial Information | ||||||||||||||
| Forward Looking Statements | 1 | |||||||||||||
| Item 1. | Financial Statements | 3 | ||||||||||||
| Balance Sheet – June 30, 2004 and December 31, 2003 | 3 | |||||||||||||
| Statement of
Operations for the Three and Six Months Ended June 30, 2004 and 2003 |
4 | |||||||||||||
| Statement of Cash Flows for the Six Months Ended June 30, 2004 and 2003 | 5 | |||||||||||||
| Statement of Shareholders' Equity for the Six Months Ended June 30, 2004 | 6 | |||||||||||||
| Notes to Financial Statements | 7 | |||||||||||||
| Item 2. | Management's Discussion and Analysis of Financial
Condition and Results of Operations |
25 | ||||||||||||
| Item 3. | Quantitative and Qualitative Disclosure about Market Risk | 43 | ||||||||||||
| Item 4. | Controls and Procedures | 43 | ||||||||||||
| Part II. Other Information and Signature | 44 | |||||||||||||
Forward-Looking Statements
This report contains forward-looking statements about our financial condition, results of operations and business. You can find many of these statements by looking for words such as "may," "will," "expect," "anticipate," "believe," "estimate" and similar words used in this report.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution readers not to place undue reliance on the statements, which speak only as of the date of this report.
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 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.
Risks and uncertainties that could cause actual results to vary materially from those anticipated in the forward-looking statements included in this report include general economic conditions in the markets in which we operate and industry-related and other factors such as:
| • | Our businesses depend upon general economic conditions and we serve some customers in highly cyclical industries. As a result, we are subject to the risk of downturn and loss of sales due to recession, which could negatively affect us; |
| • | Our products are typically highly engineered or customer-driven and, as such, we are subject to risks associated with changing technology and manufacturing techniques, which could place us at a competitive disadvantage; |
| • | In the past, we have grown primarily through acquisitions. If we are unable to identify attractive acquisition candidates, successfully integrate our acquired operations or realize the intended benefits of our acquisitions, we may be adversely affected; |
| • | Increases in our raw material or energy costs or the loss of a substantial number of our suppliers could adversely affect our profitability and other financial results; |
| • | We may be unable to successfully implement our growth strategies. Our ability to realize our growth opportunities, apart from acquisitions and related cost savings, may be limited; |
| • | We depend on the services of key individuals and relationships, the loss of which could materially harm us; |
| • | We may incur material losses and costs as a result of product liability, recall and warranty claims that may be brought against us; |
| • | Our business may be materially and adversely affected by compliance obligations and liabilities under environmental and other laws and regulations; |
| • | We may be subject to further unionization and work stoppages at our facilities or our customers or suppliers may be subjected to work stoppages, which could seriously impact the profitability of our business; |
| • | Our healthcare costs for active employees and retirees may exceed our projections and may negatively affect our financial results; |
| • | Many of the markets we serve are highly competitive, which could limit the volume of products that we sell and reduce our operating margins; |
| • | A growing portion of our sales may be derived from international sources, which exposes us to certain risks which may adversely affect our financial results and impact our ability to service debt; |
| • | We have significant goodwill and intangible assets. Future impairment of our goodwill and intangible assets could have a material negative impact on our financial results; |
1
| • | We have substantial debt and interest payment requirements that may restrict our future operations and impair our ability to meet our obligations; |
| • | We have significant operating lease obligations. Failure to meet those obligations could adversely affect our financial condition; and |
| • | Restrictions in our debt instruments and accounts receivable facility limit our ability to take certain actions and breaches thereof could impair our liquidity. |
We disclose important factors that could cause our actual results to differ materially from our expectations under 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 condition, results of operations, prospects and ability to service our debt.
2
Part I. Financial Information
Item 1. Financial Statements
TriMas
Corporation
Balance Sheet
June 30, 2004 and December 31,
2003
(dollars in
thousands)
| June
30, 2004 |
December
31, 2003 |
|||||||||
| (unaudited) | ||||||||||
| Assets | ||||||||||
| Current assets: | ||||||||||
| Cash and cash equivalents | $ | 5,810 | $ | 6,780 | ||||||
| Receivables | 131,670 | 118,970 | ||||||||
| Inventories | 147,750 | 124,090 | ||||||||
| Deferred income taxes | 10,980 | 10,900 | ||||||||
| Prepaid expenses and other current assets | 9,290 | 8,440 | ||||||||
| Total current assets | 305,500 | 269,180 | ||||||||
| Property and equipment, net | 201,640 | 187,420 | ||||||||
| Goodwill | 656,890 | 658,900 | ||||||||
| Other intangibles, net | 316,220 | 322,750 | ||||||||
| Other assets | 60,260 | 61,780 | ||||||||
| Total assets | $ | 1,540,510 | $ | 1,500,030 | ||||||
| Liabilities and Shareholders' Equity | ||||||||||
| Current liabilities: | ||||||||||
| Current maturities, long-term debt | $ | 3,170 | $ | 10,920 | ||||||
| Accounts payable | 118,140 | 94,130 | ||||||||
| Accrued liabilities | 66,580 | 75,100 | ||||||||
| Due to Metaldyne | 210 | 4,400 | ||||||||
| Total current liabilities | 188,100 | 184,550 | ||||||||
| Long-term debt | 756,590 | 725,060 | ||||||||
| Deferred income taxes | 150,610 | 149,030 | ||||||||
| Other long-term liabilities | 35,530 | 37,770 | ||||||||
| Due to Metaldyne. | 6,480 | 6,960 | ||||||||
| Total liabilities | 1,137,310 | 1,103,370 | ||||||||
| Commitments and contingencies (Note 9) | ||||||||||
| Preferred stock $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None | — | — | ||||||||
| Common stock, $0.01 par: Authorized 400,000,000 shares; Issued and outstanding: 20,010,000 shares | 200 | 200 | ||||||||
| Paid-in capital | 399,340 | 399,870 | ||||||||
| Retained deficit | (25,410 | ) | (38,240 | ) | ||||||
| Accumulated other comprehensive income | 29,070 | 34,830 | ||||||||
| Total shareholders' equity | 403,200 | 396,660 | ||||||||
| Total liabilities and shareholders' equity | $ | 1,540,510 | $ | 1,500,030 | ||||||
The accompanying notes are an integral part of these financial statements.
3
TriMas Corporation
Statement of
Operations
For the Three and Six Months Ended
June 30, 2004
and 2003
(unaudited — dollars in thousands, except for per
share
amounts)
| Three
Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||||
| Net sales | $ | 284,210 | $ | 250,150 | $ | 545,110 | $ | 468,120 | ||||||||||
| Cost of sales | (206,860 | ) | (184,570 | ) | (403,150 | ) | (347,050 | ) | ||||||||||
| Gross profit | ||||||||||||||||||