TRIMAS CORP

Previous wording

Our results of operations have been materially impacted over the past few years by macro-economic factors, first by the onset and proliferation of the coronavirus pandemic ("pandemic"), then further from increased energy costs and supply chain disruptions from the Russia-Ukraine conflict, and more recently by cost inflation (raw materials, wage rates and freight) and a lack of material and in certain regions skilled labor availability. These factors significantly affected each of our businesses and how we operate, albeit in different ways and magnitudes. Sales in our Packaging segment for dispensing and closure products used in applications to help fight the spread of germs have experienced extreme volatility in demand, with demand spiking to record highs after the onset of the pandemic, demand abating as expected from those high levels beginning mid-2022 and continuing through most of 2023, as a result of some of our larger customers' choices to rebalance on-hand inventory levels and caution in purchasing behaviors given the current inflationary macro-economic environment. Sales of certain of our aerospace-related products were significantly depressed from historical levels following the onset of the pandemic, but demand has significantly increased in recent quarters as air travel has picked up and new aircraft build rates improve. Certain of our products for industrial applications, for example steel cylinders for packaged gas applications, and engines and compressors for oil & gas extraction, have experienced volatility in demand related to a number of channel and economic factors in more recent periods. Altogether, this significant level of volatility in demand levels, input and transportation costs, and material and labor availability, have pressured our ability to operate efficiently in recent periods. While some areas of demand volatility remain, such as in our Specialty Products segment, we are beginning to see more steady and consistent demand in our Packaging and Aerospace end markets.

Current wording

Ourresults of operations have been materially impacted over the past few years by macro-economic factors, most recently by cost inflation (raw materials, wage rates and freight) and a lack of material, and in certain regions, skilled labor availability. Additionally, the U.S. government recently altered its approach to international trade policy and announced baseline tariffs on products from all countries and additional individualized reciprocal tariffs on the countries with which the United States has the largest trade deficits, including China. This change in international trade policy has also created uncertainty with respect to future tariffs, including any retaliatory tariffs imposed by other countries, or other potential governmental actions. These factors have significantly affected each of our businesses and how we operate, albeit in different ways and magnitudes. The current tariffs, predominately those imposed on China-based imports, have increased the costs of certain products sourced from non-U.S. countries. Sales of certain of our products for industrial applications, for example steel cylinders for packaged gas applications, have experienced volatility in demand related to customers securing a high order rates in prior periods, only to enter a period of destocking in more recent periods. This significant level of volatility in demand levels, input and transportation costs, and material and labor availability, have pressured our ability to operate efficiently in recent periods. While some areas of demand volatility and softness remain, such as in our Specialty Products segment, and more specifically our Norris Cylinder business, we have experienced more steady and consistent demand in our Packaging and Aerospace segments.

Previous wording

Overall, ourthird quarter 2024 net sales decreased $6.0 million, or 2.5%, compared tothird quarter 2023. We experienced organic growth of 12.3% and 4.8% within our Packaging and Aerospace segments, respectively, compared to third quarter 2023. These increases were partially offset by lower sales of 44.8% in our Specialty Products segment as compared to the prior year quarter as we work through a cyclical demand trough.

Current wording

Overall, ourfirst quarter 2025 net sales increased $14.6 million, or 6.4%, compared tofirst quarter 2024. We experienced organic growth of 27.8% and 3.3% within our Aerospace and Packaging segments, respectively, compared to first quarter 2024. We also experienced growth from acquisitions of 4.9% in our Aerospace segment. These increases were partially offset by lower sales of 24.0% in our Specialty Products segment as compared to the prior year quarter, as we recognized lower sales due to the divestiture of our Arrow Engine business in January 2025 and as we work through a cyclical demand trough and destocking related to our cylinder products. Our sales increases were also partially offset by$3.8 million of currency exchange, as our reported results in U.S. dollars were unfavorably impacted as a result of a strengthening U.S. dollar relative to foreign currencies.

Previous wording

We have executed meaningful realignment actions over the past few years to address variable and structural costs where demand has fallen. We will continue to assess and take further actions if required. However, as a result of the current period of macroeconomic inflation and uncertainty and the potential impact of such factors to our future results of operations, as well as if there is an impact to TriMas' overall performance and market capitalization, we may record additional cash and non-cash charges related to further realignment actions, asset impairments, including impairments to our goodwill, intangible assets, fixed assets, inventory or customer receivable account balances.

Current wording

We have executed meaningful realignment actions over the past few years to address variable and structural costs where demand has fallen. We will continue to assess and take further actions if required. However, as a result of the current period of macroeconomic inflation and uncertainty, including uncertainty regarding the scope and duration of current and future tariffs and trade actions, and the potential impact of such factors to our future results of operations, as well as if there is an impact to TriMas' overall performance and market capitalization, we may record additional cash and non-cash charges related to further realignment actions, asset impairments, including impairments to our goodwill, intangible assets, fixed assets, inventory or customer receivable account balances.

Previous wording

Critical factors affecting our ability to succeed include: our ability to generate 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 adjacent distribution channels and new customers, or expand our geographic coverage; our ability to manage our cost structure more efficiently via supply chain 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; and our ability to absorb, or recover via commercial actions, inflationary or other cost increases.

Current wording

Critical factors affecting our ability to succeed include: our ability to generate 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 adjacent distribution channels and new customers, or expand our geographic coverage; our ability to manage our cost structure more efficiently via supply chain 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; and our ability to absorb, or recover via commercial actions, inflationary or other cost increases, including tariffs and duties.

Previous wording

We are sensitive to price movements and availability of our raw materials supply. Our largest raw material purchases are for polypropylene, polyethylene, steel, aluminum, superalloys (such as titanium, A286 stainless steel and Inconel) and other oil and metal-based purchased components, the costs for each of which are subject to volatility. There has also 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, the conflict in Eastern Europe, creating certain input material shortages, and labor shortages at certain of our raw material suppliers. We will continue to take actions to mitigate such increases, including implementing commercial pricing adjustments, holding extra inventories and resourcing to alternate suppliers and insourcing of previously sourced products. 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.

Current wording

We are sensitive to price movements and availability of our raw materials supply. Our largest raw material purchases are for polypropylene, polyethylene, steel, aluminum, superalloys (such as titanium, A286 stainless steel and Inconel) and other oil and metal-based purchased components, the costs for each of which are subject to volatility. There has also been volatility in certain of our input costs 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. In addition, the U.S. government recently announced baseline tariffs on products from all countries and additional individualized reciprocal tariffs on the countries with which the United States has the largest trade deficits, including China. We will continue to take actions to mitigate such increases, including implementing commercial pricing adjustments, holding extra inventories, resourcing to alternate suppliers and insourcing of previously sourced products. 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.

Previous wording

Oil-based commodity costs are a significant driver of raw materials and purchased components used within our Packaging segment. As such, an increase in crude oil or natural gas often is a precursor to rising input polymeric raw material costs, for which we may experience a contractual commercial recovery lag. Separately, our Arrow Engine business in our Specialty Products segment is sensitive to the demand for natural gas and crude oil predominantly in the United States. For example, demand for engine, pump jack and compressor products are impacted by active oil and gas rig counts and wellhead investment activities.

Current wording

Oil-based commodity costs are a significant driver of raw materials and purchased components used within our Packaging segment. As such, an increase in crude oil often is a precursor to rising polymeric raw material costs, for which we may experience a contractual commercial recovery lag.

Previous wording

We continue to evaluate alternatives to redeploy the cash generated by our businesses, one of which includes returning capital to our shareholders. In 2020, our Board of Directors increased the authorization of share repurchases to a cumulative amount of $250 million. During third quarter 2024, we purchased 99,130 shares of our outstanding common stock for an aggregate purchase price of $2.4 million. As of September 30, 2024, we had $67.6 million remaining under the repurchase authorization.

Current wording

We continue to evaluate alternatives to redeploy the cash generated by our businesses, one of which includes returning capital to our shareholders. In 2020, our Board of Directors increased the authorization of share repurchases to a cumulative amount of $250 million. During first quarter 2025, we purchased 20,491 shares of our outstanding common stock for an aggregate purchase price of $0.5 million. As of March 31, 2025, we had $67.2 million remaining under the repurchase authorization.

Previous wording

In addition, inthird quarter 2024, we declared dividends of $0.04 per share of common stock and paid dividends of $1.7 million. We will continue to evaluate opportunities to return capital to shareholders through the purchase of our common stock, as well as dividends, depending on market conditions and other factors.

Current wording

In addition, infirst quarter 2025, we declared dividends of $0.04 per share of common stock and paid dividends of $1.6 million. We will continue to evaluate opportunities to return capital to shareholders through the purchase of our common stock, as well as dividends, depending on market conditions and other factors.

Previous wording

•Increases in demand for products within our Packaging and Aerospace segments;

Current wording

•Increases in demand for products within our Aerospace and Packaging segments;

Previous wording

Overall, net sales increased $13.0 million, or 1.9%, to $697.0 million for the nine months ended September 30, 2024, as compared with $684.0 million in the nine months ended September 30, 2023. Acquisition-related sales growth was $15.7 million, comprised of $2.8 million from our February 2023 acquisition of Aarts, and $12.9 million from our April 2023 acquisition of Weldmac. Organic sales, excluding the impact of currency exchange and acquisitions, decreased $2.4 million, or 0.3%, as organic sales increases of 10.5% and 14.4% within our Packaging and Aerospace segments, respectively, driven by end market demand improvements were more than offset by a 41.3% sales decrease in our Specialty Products segment due to lower market demand. In addition, net sales decreased by $0.3 million due to currency exchange, as our reported results in U.S. dollars were unfavorably impacted as a result of a strengthening U.S. dollar relative to foreign currencies.

Current wording

Overall, net sales increased $14.6 million, or 6.4%, to $241.7 million for the three months ended March 31, 2025, as compared with $227.1 million in the three months ended March 31, 2024. Acquisition-related sales growth was $3.3 million from our February 2025 acquisition of GMT Aerospace. Organic sales, excluding the impact of currency exchange and acquisitions, increased $18.7 million, or 8.2%, as organic sales increases of 3.3% and 27.8% within our Packaging and Aerospace segments, respectively, driven by end market demand improvements, were partially offset by a 24.0% sales decrease in our Specialty Products segment due to lower market demand and the divestiture of our Arrow Engine business. In addition, net sales decreased by $3.8 million due to currency exchange, as our reported results in U.S. dollars were unfavorably impacted as a result of a strengthening U.S. dollar relative to foreign currencies.

Previous wording

Gross profit margin (gross profit as a percentage of sales) approximated 22.7% for the nine months ended September 30, 2024 and 23.1% for the nine months ended September 30, 2023. Gross profit margin decreased primarily due to reduced sales and significantly less favorable absorption of fixed costs within our Specialty Products segment as well as increased input costs, the impact of a $2.6 million commercial settlement in 2023 that did not repeat in the first nine months of 2024, and higher production costs related to demand reversion above peak capacity for certain product lines in our Packaging segment. Also contributing to the decrease in gross profit were increased costs and manufacturing inefficiencies resulting from the labor union strike within our Aerospace segment. The decrease in gross profit was partially offset by higher sales levels and related improved fixed cost absorption and the impact of a non-cash charge related to purchase accounting in the first nine months of 2023 that did not repeat within our Packaging and Aerospace segments. Additionally, gross margin increased due to reduced material availability constraints, a more favorable product sales mix, and favorable commercial recoveries within our Aerospace segment, and the lower year-over-year impact of realignment costs within our Packaging segment.

Current wording

Gross profit margin (gross profit as a percentage of sales) approximated 23.6% for the three months ended March 31, 2025 and 23.2% for the three months ended March 31, 2024. Gross profit margin increased primarily due to higher sales levels and related improved fixed cost absorption, a more favorable product sales mix, and favorable commercial actions within our Aerospace segment, as well as due to the favorable impact of prior year operational improvement actions within our Packaging segment. The increase in gross profit was partially offset by reduced sales of steel cylinders and related reduction in absorption of fixed costs, and the loss of sales related to the divestiture of our Arrow Engine business within our Specialty Products segment, and increased input costs in our Packaging segment.

Previous wording

Interest expense increased $0.9 million, to $4.9 million for the three months ended September 30, 2024, compared to $4.0 million for the three months ended September 30, 2023, due to an increase in our weighted average borrowings and a higher effective interest rate as a result of increased borrowings from our revolving credit facility.

Current wording

Interest expense decreased $0.4 million, to $4.5 million, for the three months ended March 31, 2025, as compared to $4.9 million for the three months ended March 31, 2024, due to a lower effective interest rate in our weighted average borrowings.

Previous wording

Other income (expense) decreased $0.1 million to a nominal amount of expense for the three months ended September 30, 2024, as compared to $0.1 million of expense for the three months ended September 30, 2023, primarily due to a decrease in losses on transactions denominated in foreign currencies.

Current wording

Other income (expense) decreased $0.2 million, to $0.1 million of expense, for the three months ended March 31, 2025, as compared to $0.3 million of expense for the three months ended March 31, 2024, primarily due to mark-to-market losses on our de-designated cross currency swap in first quarter 2024 that did not repeat in first quarter 2025.

Previous wording

Net income decreased by $13.8 million, to $18.6 million for the nine months ended September 30, 2024, compared to $32.4 million for the nine months ended September 30, 2023. The decrease was primarily the result of a decrease in operating profit of $15.2 million, increase in interest expense of $3.4 million, and increase in other expense of $0.3 million, partially offset by $5.1 million decrease in income tax expense.

Current wording

Net income increased by $7.3 million, to $12.4 million, for the three months ended March 31, 2025, compared to $5.1 million for the three months ended March 31, 2024. The increase was primarily the result of an increase in operating profit of $9.3 million, a decrease in interest expense of $0.4 million, and a decrease in other expense of $0.2 million, partially offset by a $2.7 million increase in income tax expense.

Previous wording

Packaging. Net sales increased $39.2 million, or 11.2% (of which 10.5% was organic, 0.8% related to acquisitions, and (0.1)% was foreign currency exchange), to $389.2 million in the nine months ended September 30, 2024, as compared to $350.0 million in the nine months ended September 30, 2023. Acquisition-related sales growth was $2.8 million resulting from the January 2024 sales of our February 2023 acquisition of Aarts. Sales of dispensing products used primarily for beauty, personal care and home care applications increased by $26.6 million. Sales of products used for industrial applications increased by $11.0 million. Sales for life sciences, pharmaceutical and nutraceutical applications increased by $2.4 million. These increases were partially offset by the decrease in sales of products used in food and beverage applications of $2.6 million, primarily due to reduced demand for certain dairy applications in North America and beverage closure applications in Europe as certain customers prepare for cutting over to a new product design. Net sales decreased by $0.3 million due to currency exchange, as our reported results in U.S. dollars were unfavorably impacted as a result of the strengthening U.S. dollar relative to foreign currencies, as compared to 2023.

Current wording

Packaging. Net sales increased $0.6 million, or 0.4% (of which 3.3% was organic and (2.9)% was foreign currency exchange), to $127.6 million in the three months ended March 31, 2025, as compared to $127.0 million in the three months ended March 31, 2024. Sales of dispensing products used primarily for beauty, personal care and home care applications increased by $6.8 million. Sales of products used for industrial applications increased by $1.9 million and sales of other consumer goods products increased by $2.3 million. These increases were partially offset by the decrease in sales of products used in food and beverage applications of $6.7 million, primarily due to reduced demand for certain dairy applications in North America and beverage closure applications in Europe as certain customers bring inventories into better balance. Net sales decreased by $3.7 million due to currency exchange, as our reported results in U.S. dollars were unfavorably impacted as a result of the strengthening U.S. dollar relative to foreign currencies, as compared to 2024.

Previous wording

Aerospace. Net sales for the nine months ended September 30, 2024 increased $38.5 million, or 21.7% (of which 14.4% was organic and 7.3% related to acquisitions), to $215.9 million, as compared to $177.4 million in the nine months ended September 30, 2023. Acquisition-related sales growth from our April 2023 acquisition of Weldmac was $12.9 million. Sales of our fasteners products increased by $16.0 million due to increases in aircraft build rates, improved production yield and commercial recoveries, partially offset by a decrease in sales due to the labor union strike related to negotiations for the renewal of the collective bargaining agreement at our Aerospace facility in Commerce, California. Sales of our engineered components products increased by $9.6 million due to improved throughput.

Current wording

Aerospace. Net sales for the three months ended March 31, 2025 increased $21.9 million, or 32.5% (of which 27.8% was organic, 4.9% related to acquisitions, and (0.2)% was foreign currency exchange), to $89.2 million, as compared to $67.3 million in the three months ended March 31, 2024. Acquisition-related sales growth from our February 2025 acquisition of GMT Aerospace was $3.3 million. Sales of our fasteners products increased by $12.1 million due to increases in aircraft build rates, improved production yield and commercial actions. Sales of our engineered components products increased by $6.6 million due to improved production throughput.

Previous wording

Selling, general and administrative expenses increased $4.2 million to $27.5 million, or 12.7% of sales, in the nine months ended September 30, 2024, as compared to $23.3 million, or 13.1% of sales, in the nine months ended September 30, 2023, primarily due to higher employee-related costs, higher information technology costs, $1.3 million of increased costs related to the labor union strike, and higher ongoing selling, general and administrative costs associated with our acquisition of Weldmac. These increases were partially offset by lower legal costs and lower intangible asset amortization expense due to certain assets becoming fully amortized.

Current wording

Selling, general and administrative expenses increased $0.7 million to $9.1 million, or 10.2% of sales, in the three months ended March 31, 2025, as compared to $8.5 million, or 12.5% of sales, in the three months ended March 31, 2024, primarily due to higher employee-related costs, higher ongoing selling, general and administrative costs associated with our acquisition of GMT Aerospace, and higher information technology costs. These increases were partially offset by lower charges for the provision for losses on accounts receivable and lower professional fees.

Previous wording

Operating profit increased $12.7 million to $23.9 million, or 11.1% of sales, in the nine months ended September 30, 2024, as compared to $11.2 million, or 6.3% of sales, in the nine months ended September 30, 2023, primarily due to the impact of higher sales levels, improved fixed cost absorption, reduced material availability production constraints, a more favorable product sales mix, commercial recoveries, and a purchase accounting adjustment related to Weldmac's inventory step-up to fair value in 2023 that did not repeat, partially offset by higher selling, general and administrative expenses and increased costs and manufacturing inefficiencies related to the strike.

Current wording

Operating profit increased $7.9 million to $15.1 million, or 16.9% of sales, in the three months ended March 31, 2025, as compared to $7.1 million, or 10.6% of sales, in the three months ended March 31, 2024, primarily due to the impact of higher sales levels, improved fixed cost absorption, a more favorable product sales mix, and commercial actions.

Previous wording

Gross profit decreased $8.4 million to $4.2 million, or 14.9% of sales, in the three months ended September 30, 2024, as compared to $12.6 million, or 24.6% of sales, in the three months ended September 30, 2023, primarily due to lower sales levels, which resulted in significantly less favorable absorption of fixed costs.

Current wording

Gross profit decreased $3.5 million to $1.4 million, or 5.5% of sales, in the three months ended March 31, 2025, as compared to $4.9 million, or 14.9% of sales, in the three months ended March 31, 2024, primarily due to reduced sales of our steel cylinders and resulting less favorable absorption of fixed costs, as well as the loss of sales related to the divestiture of our Arrow Engine business.

Previous wording

Cash flows provided by operating activities were $36.7 million for the nine months ended September 30, 2024, as compared to cash provided of $57.6 million for the nine months ended September 30, 2023. Significant changes in cash flows provided by operating activities and the reasons for such changes were as follows:

Current wording

Cash flows provided by operating activities were $9.2 million for the three months ended March 31, 2025, as compared to cash used of $3.7 million for the three months ended March 31, 2024. Significant changes in cash flows provided by operating activities and the reasons for such changes were as follows:

Previous wording

•For the nine months ended September 30, 2024, we generated $87.3 million in cash flows, based on net income of $18.6 million and after considering the effects of non-cash items related to depreciation, amortization, and gain on dispositions of assets, changes in deferred income taxes, stock-based compensation, provision for losses on accounts receivable, changes in asbestos and environmental liability estimates, and other operating activities. For the nine months ended September 30, 2023, we generated $89.4 million in cash flows based on net income of $32.4 million and after considering the effects of similar non-cash items, except for changes in provision for losses on accounts receivable.

Current wording

•For the three months ended March 31, 2025, we generated $23.5 million in cash flows, based on net income of $12.4 million and after considering the effects of non-cash items related to depreciation, amortization, and gain on dispositions of assets, amortization of debt issuance costs, changes in deferred income taxes, stock-based compensation, provision for losses on accounts receivable, and other operating activities. For the three months ended March 31, 2024, we generated $29.9 million in cash flows based on net income of $5.1 million and after considering the effects of similar non-cash items.

Previous wording

•Increases in accounts receivable resulted in a use of cash of $15.9 million and $22.6 million for the nine months ended September 30, 2024 and 2023, respectively. The decreased use of cash for each of the nine month periods is due primarilyto the timing of sales and collection of cash related thereto within the periods. Days sales outstanding of receivables increased one day through thenine months ended September 30, 2024, and increased by five days through thenine months ended September 30, 2023.

Current wording

•Increases in accounts receivable resulted in a use of cash of $14.7 million and $16.2 million for the three months ended March 31, 2025 and 2024, respectively. The decreased use of cash for each of the three month periods is due primarilyto the timing of sales and collection of cash related thereto within the periods. Days sales outstanding of receivables increased three days through thethree months ended March 31, 2025, and remained consistent through thethree months ended March 31, 2024.

Previous wording

•We increased our investment in inventory by $23.1 million for the nine months ended September 30, 2024, while we decreased our investment in inventory by $1.8 million for the nine months ended September 30, 2023. Our days sales in inventory increased by four days through the nine months ended September 30, 2024, as we continued to manage inventory levels, considering our supply needs, and balanced with sales growth within our Packaging and Aerospace segments. Our days sales in inventory decreased by two days through the nine months ended September 30, 2023, primarily as a result of moderating inventory levels with sales level.

Current wording

•We increased our investment in inventory by $4.6 million for the three months ended March 31, 2025 and by $14.3 million for the three months ended March 31, 2024. Our days sales in inventory increased by five days through the three months ended March 31, 2025, as we continued to manage inventory levels, considering our supply needs, and balanced with sales growth within our Packaging and Aerospace segments. Our days sales in inventory increased by one day through the three months ended March 31, 2024, primarily as a result of moderating inventory levels with sales level.

Previous wording

•Increases in prepaid expenses and other assets resulted in a use of cash of $4.6 million and $0.7 million for the nine months ended September 30, 2024, and 2023, respectively. These changes were primarily a result of the timing of payments made for income taxes and certain operating expenses.

Current wording

•Decreases in prepaid expenses and other assets resulted in a source of cash of $3.9 million and $0.5 million for the three months ended March 31, 2025, and 2024, respectively. These changes were primarily a result of the timing of payments made for income taxes and certain operating expenses.

Previous wording

•Decreases in accounts payable and accrued liabilities resulted in a use of cash of $7.0 million and $10.4 million for the nine months ended September 30, 2024 and 2023, respectively. Days accounts payable on hand decreased by nine days through the nine months ended September 30, 2024 and decreased by eight days for the nine months ended September 30, 2023. Our days accounts payable on hand fluctuate primarily as a result of the timing of payments made to suppliers and the mix of vendors and related terms.

Current wording

•Increase in accounts payable and accrued liabilities resulted in a source of cash of $1.1 million for the three months ended March 31, 2025, while decrease in accounts payable and accrued liabilities resulted in a use of cash of $3.7 million for the three months ended March 31, 2024. Days accounts payable on hand decreased by two days through the three months ended March 31, 2025, and decreased by eight days for the three months ended March 31, 2024. Our days accounts payable on hand fluctuate primarily as a result of the timing of payments made to suppliers and the mix of vendors and related terms.

Previous wording

Net cash used for investing activities for the nine months ended September 30, 2024 and 2023 was $31.9 million and $111.8 million, respectively. During the first nine months of 2024, we invested $36.0 million in capital expenditures, as we continued our investment in growth, capacity and productivity-related capital projects. We also received net proceeds of $4.1 million from disposition of property and equipment. During the first nine months of 2023, we invested $34.9 million in capital expenditures, paid $77.3 million, net of cash acquired, to acquire Aarts and Weldmac, and received net proceeds of $0.5 million from disposition of property and equipment.

Current wording

Net cash used for investing activities for the three months ended March 31, 2025 and 2024 was $29.6 million and $13.1 million, respectively. During the first three months of 2025, we invested $12.9 million in capital expenditures, as we continued our investment in growth, capacity and productivity-related capital projects. We paid $37.2 million, net of cash acquired, to acquire GMT Aerospace. We also received net proceeds of $20.5 million from the sale of our Arrow Engine business and disposition of property and equipment. During the first three months of 2024, we invested $13.3 million in capital expenditures and received net proceeds of $0.1 million from disposition of property and equipment.

Previous wording

Net cash used for financing activities was $12.8 million and $23.2 million for the nine months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024, we received net proceeds of $13.4 million from borrowings on our revolving credit facilities, purchased $19.3 million of our outstanding common stock, used a net cash amount of $1.6 million related to our stock compensation arrangements, paid dividends of $5.0 million, and paid $0.3 million related to other financing activities. Our reported net proceeds from borrowings on our revolving credit facilities considers the impact of foreign currency translation. During the nine months ended September 30, 2023, we received net proceeds of $1.1 million from borrowings on our revolving credit facilities, purchased $13.4 million of outstanding common stock, used a net cash amount of $2.7 million related to our stock compensation arrangements, paid dividends of $5.0 million, and paid $3.2 million related to liabilities assumed in our acquisition of Aarts.

Current wording

Net cash provided by financing activities was $30.1 million and $12.4 million for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, we received net proceeds of $35.3 million from borrowings on our revolving credit facilities, paid $1.3 million for debt financing fees, purchased $0.5 million of our outstanding common stock, used a net cash amount of $1.8 million related to our stock compensation arrangements, paid dividends of $1.6 million, and paid $0.1 million related to other financing activities. Our reported net proceeds from borrowings on our revolving credit facilities considers the impact of foreign currency translation. During the three months ended March 31, 2024, we received net proceeds of $29.1 million from borrowings on our revolving credit facilities, purchased $13.3 million of outstanding common stock, used a net cash amount of $1.6 million related to our stock compensation arrangements, paid dividends of $1.7 million, and paid $0.1 million related to other financing liabilities.

Previous wording

For the nine months ended September 30, 2024, our consolidated subsidiaries that do not guarantee the Senior Notes represented 30% 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 37% and 12% of the total guarantor and non-guarantor assets and liabilities, respectively, as of September 30, 2024, treating the guarantor and non-guarantor subsidiaries each as a consolidated group.

Current wording

For the three months ended March 31, 2025, our consolidated subsidiaries that do not guarantee the Senior Notes represented 31% 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 38% and 19% of the total guarantor and non-guarantor assets and liabilities, respectively, as of March 31, 2025, treating the guarantor and non-guarantor subsidiaries each as a consolidated group.

Previous wording

We are party to a credit agreement ("Credit Agreement") consisting of a $300.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies, subject to a $125.0 million sub limit, maturing on March 29, 2026. The Credit Agreement is subject to benchmark interest rates determined based on the currency denomination of borrowings, with British pound sterling borrowings subject to the Sterling Overnight Index Average and Euro borrowings to the Euro InterBank Offered Rate (“EURIBOR”), both plus a spread of 1.75%, and U.S. dollar borrowings subject to the Secured Overnight Financing Rate ("SOFR") plus a spread of 1.85%. The interest rate spread is based upon the leverage ratio, as defined, as of the most recent determination date. Our revolving credit facility allows for the issuance of letters of credit, not to exceed $40.0 million in aggregate.

Current wording

The Credit Agreement is subject to benchmark interest rates determined based on the currency denomination of borrowings, with British pound sterling borrowings subject to the Sterling Overnight Index Average, Euro borrowings to the Euro InterBank Offered Rate and U.S. dollar borrowings subject to the Secured Overnight Financing Rate, each plus a spread that ranges from 1.375% to 2.00% based upon the leverage ratio, as defined, as of the most recent determination date. Our revolving credit facility allows for the issuance of letters of credit, not to exceed $40.0 million in aggregate.

Previous wording

The Credit Agreement 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.

Current wording

The Credit Agreement permits borrowings denominated in specific foreign currencies, subject to a $125.0 million sub limit. 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.

Previous wording

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) 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 September 30, 2024. 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 2.76 to 1.00 at September 30, 2024. Our permitted interest expense coverage ratio under the Credit Agreement is 3.00 to 1.00 as of September 30, 2024. Our actual interest expense coverage ratio was 8.18 to 1.00 at September 30, 2024. At September 30, 2024, we were in compliance with our financial covenants.

Current wording

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) 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 March 31, 2025. 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 2.67 to 1.00 at March 31, 2025. Our permitted interest expense coverage ratio under the Credit Agreement is 3.00 to 1.00 as of March 31, 2025. Our actual interest expense coverage ratio was 8.72 to 1.00 at March 31, 2025. At March 31, 2025, we were in compliance with our financial covenants.

Previous wording

(2) Non-recurring costs and expenses relating to diligence and transaction costs, strike related costs, severance, relocation, restructuring and curtailment expenses.

Current wording

(2) Non-recurring costs and expenses relating to diligence and transaction costs, strike related costs, severance, relocation, realignment and curtailment expenses.

Previous wording

(3) Includes $4.5 million of acquisition-related contingent consideration, $3.5 million of derivative liabilities, and $1.9 million of finance leases as of September 30, 2024.

Current wording

(3) Includes $0.9 million of derivative liabilities, and $1.6 million of finance leases as of March 31, 2025.

Previous wording

At September 30, 2024, we had $13.5 million outstanding under our revolving credit facility and had $280.2 million potentially available after giving effect to $6.3 million of letters of credit issued and outstanding. At December 31, 2023, we had no amounts outstanding under our revolving credit facility and had $294.0 million potentially available after giving effect to $6.0 million of letters of credit issued and outstanding. Our letters of credit are used for a variety of purposes, including support of certain operating lease agreements, vendor payment terms and other subsidiary operating activities, and to meet various states' requirements to self-insure workers' compensation claims, including incurred but not reported claims. After consideration of leverage restrictions contained in the Credit Agreement, as of September 30, 2024 and December 31, 2023, we had $183.3 million and $256.9 million, respectively, of borrowing capacity available for general corporate purposes.

Current wording

At March 31, 2025, we had $38.5 million outstanding under our revolving credit facility and had $205.2 million potentially available after giving effect to $6.3 million of letters of credit issued and outstanding. At December 31, 2024, we had $1.5 million outstanding under our revolving credit facility and had $292.2 million potentially available after giving effect to $6.3 million of letters of credit issued and outstanding. Our letters of credit are used for a variety of purposes, including support of certain operating lease agreements, vendor payment terms and other subsidiary operating activities, and to meet various states' requirements to self-insure workers' compensation claims, including incurred but not reported claims. After consideration of leverage restrictions contained in the Credit Agreement, as of March 31, 2025 and December 31, 2024, we had $207.4 million and $216.7 million, respectively, of borrowing capacity available for general corporate purposes.

Previous wording

Our weighted average borrowings during the first nine months of 2024 approximated $437.5 million, compared to $420.5 million during the first nine months of 2023, primarily due to borrowings made on our revolving credit facility.

Current wording

Our weighted average borrowings during the first three months of 2025 approximated $428.8 million, compared to $422.9 million during the first three months of 2024, primarily due to borrowings made on our revolving credit facility.

Previous wording

In May 2021, we, through one of our non-U.S. subsidiaries, entered into a revolving loan facility with a borrowing capacity of $4.0 million. The facility is guaranteed by TriMas Corporation. At September 30, 2024, we had $0.1 million outstanding on this loan facility.

Current wording

In May 2021, we, through one of our non-U.S. subsidiaries, entered into a revolving loan facility with a borrowing capacity of $4.0 million. The facility is guaranteed by TriMas Corporation. At March 31, 2025, we had no amounts outstanding on this loan facility.

Previous wording

While the majority of our cash on hand as of September 30, 2024 is located outside of the U.S., given available funding under our revolving credit facility of $183.3 million at September 30, 2024 (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, as well as dividends and share repurchases.

Current wording

While the majority of our cash on hand as of March 31, 2025 is located outside of the U.S., given available funding under our revolving credit facility of $207.4 million at March 31, 2025 (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, as well as dividends and share repurchases.

Previous wording

We are subject to variable interest rates on our revolving credit facility, which is subject to a benchmark interest rate determined based on the currency denomination of borrowings. At September 30, 2024, the 1-Month SOFR approximated 5.0% and the Prime rate approximated 8.0%. Based on our variable rate-based borrowings outstanding at September 30, 2024, a 1% increase in the per annum interest rate would increase our interest expense by $0.1 million annually.

Current wording

We are subject to variable interest rates on our revolving credit facility, which is subject to a benchmark interest rate determined based on the currency denomination of borrowings. Based on our variable rate-based borrowings outstanding at March 31, 2025, a 1% increase in the per annum interest rate would increase our interest expense by $0.4 million annually.

Previous wording

In addition to our long-term debt, we have other cash commitments related to leases. The majority of our lease transactions are accounted for as operating leases, and annual rent expense related thereto approximated $14.9 million in 2023. We expect leasing will continue to be an available financing option to fund future capital expenditure requirements.

Current wording

In addition to our long-term debt, we have other cash commitments related to leases. The majority of our lease transactions are accounted for as operating leases, and annual rent expense related thereto approximated $13.9 million in 2024. We expect leasing will continue to be an available financing option to fund future capital expenditure requirements.

Previous wording

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. In the nine months ended September 30, 2024, we purchased 771,067 shares of our outstanding common stock for an aggregate purchase price of $19.3 million. Since the initial authorization through September 30, 2024, we have purchased 6,566,564 shares of our outstanding common stock for an aggregate purchase price of $182.4 million. We will continue to evaluate opportunities to return capital to shareholders through the purchase of our common stock and the payment of dividends, depending on market conditions, and other factors.

Current wording

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. In the three months ended March 31, 2025, we purchased 20,491 shares of our outstanding common stock for an aggregate purchase price of $0.5 million. Since the initial authorization through March 31, 2025, we have purchased 6,587,055 shares of our outstanding common stock for an aggregate purchase price of $182.8 million. We will continue to evaluate opportunities to return capital to shareholders through the purchase of our common stock and the payment of dividends, depending on market conditions, and other factors.