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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									March 31, 2022
Or
☐						Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period from                  to                  .

Commission file number 001-10716

TRIMAS CORPORATION

(Exact name of registrant as specified in its charter)

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

38505 Woodward Avenue, Suite 200

Bloomfield Hills, Michigan 48304

(Address of principal executive offices, including zip code)

(248) 631-5450

(Registrant's telephone number, including area code)

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

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of April 21, 2022, the number of outstanding shares of the Registrant's common stock, $0.01 par value, was 42,495,065 shares.

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Table of Contents

TriMas Corporation

Index

Part I.

Financial Information

Forward-Looking Statements

2

Item 1.

Consolidated Financial Statements

3

Consolidated Balance Sheet as of March 31, 2022 and December 31, 2021

3

Consolidated Statement of Income for the Three Months Ended March 31, 2022 and 2021

4

Consolidated Statement of Comprehensive Income for the Three Months Ended March 31, 2022 and 2021

5

Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2022 and 2021

6

Consolidated Statement of Shareholders' Equity for the Three Months Ended March 31, 2022 and 2021

7

Notes to Consolidated Financial Statements

8

Item 2.

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

23

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

36

Item 4.

Controls and Procedures

36

Part II.

Other Information

Item 1.

Legal Proceedings

37

Item 1A.

Risk Factors

37

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

37

Item 3.

Defaults Upon Senior Securities

37

Item 4.

Mine Safety Disclosures

37

Item 5.

Other Information

37

Item 6.

Exhibits

38

Signatures

39

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Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about our financial condition, results of operations and business. These forward-looking statements can be identified by the use of forward-looking words, such as “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan” or other comparable words, or by discussions of strategy that may involve risks and uncertainties.

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

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

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

2

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PART I. FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements

TriMas Corporation

Consolidated Balance Sheet

(Dollars in thousands)

						March 31, 2022						December 31, 2021
Assets						(unaudited)
Current assets:
Cash and cash equivalents						$	58,820					$	140,740
Receivables, net of reserves of approximately $1.3 million and $1.6 million as of March 31, 2022 and December 31, 2021, respectively						150,500						125,630
Inventories						158,360						152,450
Prepaid expenses and other current assets						16,290						12,950
Total current assets						383,970						431,770
Property and equipment, net						279,840						265,630
Operating lease right-of-use assets						53,150						50,650
Goodwill						345,010						315,490
Other intangibles, net						204,260						196,730
Deferred income taxes						7,920						9,740
Other assets						34,900						33,630
Total assets						$	1,309,050					$	1,303,640
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable						$	94,870					$	87,800
Accrued liabilities						51,560						58,980
Operating lease liabilities, current portion						8,400						8,120
Total current liabilities						154,830						154,900
Long-term debt, net						394,040						393,820
Operating lease liabilities						46,390						43,780
Deferred income taxes						22,460						21,260
Other long-term liabilities						57,500						59,030
Total liabilities						675,220						672,790
Preferred stock, $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None						—						—
Common stock, $0.01 par: Authorized 400,000,000 shares; Issued and outstanding: 42,620,656 shares at March 31, 2022 and 42,836,574 shares at December 31, 2021						430						430
Paid-in capital						723,540						732,490
Accumulated deficit						(88,130)						(102,300)
Accumulated other comprehensive income (loss)						(2,010)						230
Total shareholders' equity						633,830						630,850
Total liabilities and shareholders' equity						$	1,309,050					$	1,303,640

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

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TriMas Corporation

Consolidated Statement of Income

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

												Three months ended March 31,
																		2022						2021
Net sales																		$	224,310					$	206,730
Cost of sales																		(170,600)						(155,400)
Gross profit																		53,710						51,330
Selling, general and administrative expenses																		(31,780)						(30,220)
Operating profit																		21,930						21,110
Other expense, net:
Interest expense																		(3,410)						(3,550)
Debt financing and related expenses																		—						(200)
Other income (expense), net																		(280)						(930)
Other expense, net																		(3,690)						(4,680)
Income before income tax expense																		18,240						16,430
Income tax expense																		(4,070)						(3,370)
Net income																		$	14,170					$	13,060
Basic earnings per share:
Net income per share																		$	0.33					$	0.30
Weighted average common shares—basic																		42,799,206						43,185,007
Diluted earnings per share:
Net income per share																		$	0.33					$	0.30
Weighted average common shares—diluted																		43,109,693						43,634,876

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

4

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TriMas Corporation

Consolidated Statement of Comprehensive Income

(Unaudited—dollars in thousands)

												Three months ended March 31,
																		2022						2021
Net income																		$	14,170					$	13,060
Other comprehensive income (loss):
Defined benefit plans (Note 18)																		240						150
Foreign currency translation																		(4,040)						(3,420)
Derivative instruments (Note 11)																		1,560						3,900
Total other comprehensive income (loss)																		(2,240)						630
Total comprehensive income																		$	11,930					$	13,690

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

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TriMas Corporation

Consolidated Statement of Cash Flows

(Unaudited—dollars in thousands)

						Three months ended March 31,
						2022						2021
Cash Flows from Operating Activities:
Net income						$	14,170					$	13,060
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition impact:
Loss on dispositions of assets						20						20
Depreciation						8,470						7,850
Amortization of intangible assets						5,290						5,390
Amortization of debt issue costs						220						300
Deferred income taxes						3,000						2,200
Non-cash compensation expense						2,820						2,440
Debt financing and related expenses						—						200
Increase in receivables						(22,330)						(15,640)
Increase in inventories						(910)						(3,110)
Increase in prepaid expenses and other assets						(680)						(2,070)
Increase (decrease) in accounts payable and accrued liabilities						(5,210)						1,950
Other operating activities						810						3,150
Net cash provided by operating activities, net of acquisition impact						5,670						15,740
Cash Flows from Investing Activities:
Capital expenditures						(11,890)						(9,370)
Acquisition of businesses, net of cash acquired						(63,950)						—
Net proceeds from disposition of property and equipment						20						—
Net cash used for investing activities						(75,820)						(9,370)
Cash Flows from Financing Activities:
Proceeds from issuance of senior notes						—						400,000
Repayments of borrowings on revolving credit facilities						—						(48,620)
Debt financing fees						—						(6,150)
Payments to purchase common stock						(9,060)						(2,640)
Shares surrendered upon exercise and vesting of equity awards to cover taxes						(970)						(1,770)
Dividends paid						(1,740)						—
Net cash provided by (used for) financing activities						(11,770)						340,820
Cash and Cash Equivalents:
Increase (decrease) for the period						(81,920)						347,190
At beginning of period						140,740						73,950
At end of period						$	58,820					$	421,140
Supplemental disclosure of cash flow information:
Cash paid for interest						$	310					$	520
Cash paid for taxes						$	620					$	1,160

        

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

6

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TriMas Corporation

Consolidated Statement of Shareholders' Equity

Three Months Ended March 31, 2022 and 2021

(Unaudited—dollars in thousands)

						Common Stock						Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total
Balances, December 31, 2021						$	430					$	732,490					$	(102,300)					$	230					$	630,850
Net income						—						—						14,170						—						14,170
Other comprehensive loss						—						—						—						(2,240)						(2,240)
Purchase of common stock						—						(9,060)						—						—						(9,060)
Shares surrendered upon exercise and vesting of equity awards to cover taxes						—						(970)						—						—						(970)
Non-cash compensation expense						—						2,820						—						—						2,820
Dividends declared						—						(1,740)						—						—						(1,740)
Balances, March 31, 2022						$	430					$	723,540					$	(88,130)					$	(2,010)					$	633,830

						Common Stock						Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Loss						Total
Balances, December 31, 2020						$	430					$	749,050					$	(159,610)					$	(5,620)					$	584,250
Net income						—						—						13,060						—						13,060
Other comprehensive income						—						—						—						630						630
Purchase of common stock						—						(2,640)						—						—						(2,640)
Shares surrendered upon exercise and vesting of equity awards to cover taxes						—						(1,770)						—						—						(1,770)
Non-cash compensation expense						—						2,440						—						—						2,440
Balances, March 31, 2021						$	430					$	747,080					$	(146,550)					$	(4,990)					$	595,970

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

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

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

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

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

2. New Accounting Pronouncements

Recently Issued Accounting Pronouncements

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

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

3. Revenue

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

												Three months ended March 31,
Customer Markets																		2022						2021
Consumer Products																		$	107,560					$	105,120
Aerospace & Defense																		44,520						44,610
Industrial																		72,230						57,000
Total net sales																		$	224,310					$	206,730

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

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

4. Realignment Actions

2022 Realignment Actions

During the three months ended March 31, 2022, the Company incurred realignment charges in its Packaging segment related to adjusting its labor force in facilities with lower demand, finalizing its Indianapolis, Indiana facility consolidation, costs incurred to reorganize its benefit plans in the United Kingdom, and for costs incurred as part of the Company's start-up and relocation to a new larger facility in New Albany, Ohio. The Company also completed the Aerospace segment footprint realignment which began in 2021. In connection with these actions, the Company recorded pre-tax realignment charges of approximately $2.3 million, of which $1.4 million were for employee-related costs and $0.9 million related to facility move and consolidation costs. For the three months ended March 31, 2022, approximately $0.9 million and $1.4 million of these charges were included in cost of sales and selling, general and administrative expenses, respectively, in the accompanying consolidated statement of income.

2021 Realignment Actions

During the three months ended March 31, 2021, the Company executed certain realignment actions in response to reductions in current and expected future end market demand. First, the Company closed its Packaging segment's Union City, California manufacturing facility, consolidating the operation into its Indianapolis, Indiana and Woodridge, Illinois facilities. The Company also realigned its Aerospace segment footprint, consolidating certain activities previously in its three leased Stanton, California facilities into its owned Tolleson, Arizona facility. In addition, the Company also reorganized and streamlined its corporate office legal group. The Company recorded pre-tax realignment charges of approximately $4.1 million during the three months ended March 31, 2021. Of these costs, approximately $1.5 million related to facility consolidations and approximately $2.6 million were for employee separation costs. As of March 31, 2021, approximately $0.4 million of the employee separation costs had been paid. For the three months ended March 31, 2021, approximately $1.8 million and $2.3 million of these charges were included in cost of sales and selling, general and administrative expenses, respectively, in the accompanying consolidated statement of income.

5. Acquisitions

2022 Acquisitions

On February 28, 2022, the Company acquired Intertech Plastics LLC and related companies (collectively, "Intertech") for a purchase price of approximately $64.0 million, net of cash acquired, subject to a customary net working capital adjustment, which is expected to be completed in second quarter 2022. Intertech is a manufacturer of custom injection molded products used in medical applications, as well as products and assemblies for consumer and industrial applications. The fair value of assets acquired and liabilities assumed included approximately $32.2 million of goodwill, $13.5 million of intangible assets, $12.2 million of property and equipment and $6.1 million of net working capital. Intertech, which is reported in the Company's Packaging segment, has two manufacturing facilities located in the Denver, Colorado area and historically generated approximately $32 million in annual revenue.

2021 Acquisitions

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

On December 5, 2021, the Company acquired TFI Aerospace ("TFI"), a manufacturer and supplier of specialty fasteners used in a variety of applications, predominately for the aerospace end market, for an aggregate amount of approximately $11.8 million, with additional contingent consideration ranging from zero to approximately $12.0 million to be paid based on 2023 and 2024 earnings per the purchase agreement. The Company recorded $3.7 million as its best estimate of the additional contingent consideration, with such estimate based on Level 3 inputs under the fair value hierarchy, as defined. TFI, which is reported in the Company's Aerospace segment, is located near Toronto, Canada and historically generated approximately $6 million in annual revenue. As of March 31, 2022, the recorded contingent consideration liability was approximately $3.8 million.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

6. Cash and Cash Equivalents

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

						March 31, 2022						December 31, 2021
Cash and cash equivalents - unrestricted						$	53,690					$	129,790
Cash - restricted (a)						5,130						10,950
Total cash and cash equivalents						$	58,820					$	140,740

__________________________

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

7. Goodwill and Other Intangible Assets

Goodwill

Changes in the carrying amount of goodwill for the three months ended March 31, 2022 are summarized as follows (dollars in thousands):

			Packaging						Aerospace						Specialty Products						Total
Balance, December 31, 2021			$	238,740					$	70,190					$	6,560					$	315,490
Goodwill from acquisitions			32,210						—						—						32,210
Foreign currency translation and other			(2,770)						80						—						(2,690)
Balance, March 31, 2022			$	268,180					$	70,270					$	6,560					$	345,010

Other Intangible Assets

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

						As of March 31, 2022												As of December 31, 2021
Intangible Category by Useful Life						Gross Carrying Amount						Accumulated Amortization						Gross Carrying Amount						Accumulated Amortization
Finite-lived intangible assets:
Customer relationships, 5 – 12 years						$	132,980					$	(73,500)					$	124,310					$	(71,150)
Customer relationships, 15 – 25 years						130,270						(69,750)						130,190						(68,190)
Total customer relationships						263,250						(143,250)						254,500						(139,340)
Technology and other, 1 – 15 years						57,000						(36,900)						57,060						(36,140)
Technology and other, 17 – 30 years						43,300						(40,030)						43,300						(39,920)
Total technology and other						100,300						(76,930)						100,360						(76,060)
Indefinite-lived intangible assets:
Trademark/Trade names						60,890						—						57,270						—
Total other intangible assets						$	424,440					$	(220,180)					$	412,130					$	(215,400)

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

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

												Three months ended March 31,
																		2022						2021
Technology and other, included in cost of sales																		$	900					$	950
Customer relationships, included in selling, general and administrative expenses																		4,390						4,440
Total amortization expense																		$	5,290					$	5,390

8. Inventories

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

						March 31, 2022						December 31, 2021
Finished goods						$	73,350					$	74,600
Work in process						32,550						28,790
Raw materials						52,460						49,060
Total inventories						$	158,360					$	152,450

9. Property and Equipment, Net

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

						March 31, 2022						December 31, 2021
Land and land improvements						$	19,480					$	19,630
Buildings						94,170						93,170
Machinery and equipment						443,130						422,500
						556,780						535,300
Less: Accumulated depreciation						276,940						269,670
Property and equipment, net						$	279,840					$	265,630

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

												Three months ended March 31,
																		2022						2021
Depreciation expense, included in cost of sales																		$	8,170					$	7,560
Depreciation expense, included in selling, general and administrative expenses																		300						290
Total depreciation expense																		$	8,470					$	7,850

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

10. Long-term Debt

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

						March 31, 2022						December 31, 2021
4.125% Senior Notes due April 2029						$	400,000					$	400,000
Debt issuance costs						(5,960)						(6,180)
Long-term debt, net						$	394,040					$	393,820

Senior Notes due 2029

In March 2021, the Company issued $400.0 million aggregate principal amount of 4.125% senior notes due April 15, 2029 ("2029 Senior Notes") at par value in a private placement under Rule 144A of the Securities Act of 1933, as amended ("Securities Act"). The Company used the proceeds from the 2029 Senior Notes offering to pay fees and expenses of approximately $5.1 million related to the offering and pay fees and expenses of $1.0 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 $300.0 million principal amount 4.875% senior notes due October 15, 2025 ("2025 Senior Notes"). 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.

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

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

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

Senior Notes due 2025

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

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Credit Agreement

In March 2021, the Company amended its existing credit agreement ("Credit Agreement") in connection with the issuance of the 2029 Senior Notes to extend the maturity date. The Company incurred fees and expenses of approximately $1.0 million related to the amendment, all of which was capitalized as debt issuance costs. The Company also recorded approximately $0.2 million of non-cash expense related to the write-off of previously capitalized deferred financing fees. The Credit Agreement consists of a $300.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies, subject to a $125.0 million sub limit, maturing on March 29, 2026.

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

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

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

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 March 31, 2022, the Company was in compliance with its financial covenants contained in the Credit Agreement.

Other Revolving Loan Facility

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

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Fair Value of Debt

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

						March 31, 2022												December 31, 2021
						Carrying Amount						Fair Value						Carrying Amount						Fair Value
4.125% Senior Notes due April 2029						$	400,000					$	365,000					$	400,000					$	399,000

11. Derivative Instruments

Derivatives Designated as Hedging Instruments

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

As of March 31, 2022, the Company had cross-currency swap agreements at notional amounts totaling $250.0 million, which declines to $25.0 million over various contract periods ending between April 15, 2022 and April 15, 2027. Under the terms of the agreements, the Company is to receive net interest payments at fixed rates ranging from approximately 0.8% to 2.9% of the notional amounts.

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

Asset / (Liability) Derivatives

Derivatives designated as hedging instruments

Balance Sheet Caption

March 31, 2022

December 31, 2021

Net Investment Hedges

Cross-currency swaps

Other assets

$

9,680

$

7,590

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

			Amount of Income Recognized in AOCI on Derivatives (Effective Portion, net of tax)																		Amount of Income (Loss) Reclassified from AOCI into Earnings
																					Three months ended March 31,
			As of March 31, 2022						As of December 31, 2021						Location of Income Reclassified from AOCI into Earnings (Effective Portion)						2022						2021
Net Investment Hedges
Cross-currency swaps			$	7,470					$	5,910					Other income (expense), net						$	—					$	—

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

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Derivatives Not Designated as Hedging Instruments

As of March 31, 2022, the Company was party to foreign currency exchange forward contracts to economically hedge changes in foreign currency rates with notional amounts of approximately $135.8 million. The Company uses foreign exchange contracts to mitigate the risk associated with fluctuations in currency rates impacting cash flows related to certain of its receivables, payables and intercompany transactions denominated in foreign currencies. The foreign exchange contracts primarily mitigate currency exposures between the U.S. dollar and the Euro, Canadian dollar, Chinese yuan, and the Mexican peso, as well as between the Euro and British pound, and have various settlement dates through December 2022. These contracts are not designated as hedge instruments; therefore, gains and losses on these contracts are recognized each period directly into the consolidated statement of income.

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

												Amount of Income Recognized in Earnings on Derivatives
												Three months ended March 31,
						Location of Income Recognized in Earnings on Derivatives						2022						2021
Derivatives not designated as hedging instruments
Foreign exchange contracts						Other income (expense), net						$	810					$	4,020

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 March 31, 2022 and December 31, 2021 are shown below (dollars in thousands):  

Description						Frequency						Asset / (Liability)						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
March 31, 2022
Cross-currency swaps						Recurring						$	9,680					$	—					$	9,680					$	—
Foreign exchange contracts						Recurring						$	90					$	—					$	90					$	—
December 31, 2021
Cross-currency swaps						Recurring						$	7,590					$	—					$	7,590					$	—
Foreign exchange contracts						Recurring						$	(110)					$	—					$	(110)					$	—

12. 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.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

The components of lease expense are as follows (dollars in thousands):

												Three months ended March 31,
																		2022						2021
Operating lease cost																		$	2,310					$	2,140
Short-term, variable and other lease costs																		690						430
Total lease cost																		$	3,000					$	2,570

Maturities of lease liabilities are as follows (dollars in thousands):

Year ended December 31,						Operating Leases(a)
2022 (excluding the three months ended March 31, 2022)						$	7,690
2023						9,760
2024						8,900
2025						7,610
2026						7,500
Thereafter						20,760
Total lease payments						62,220
Less: Imputed interest						(7,430)
Present value of lease liabilities						$	54,790

__________________________

(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 March 31, 2022 is approximately 7.2 years. The weighted-average discount rate as of March 31, 2022 is approximately 3.7%.

Cash paid for amounts included in the measurement of operating lease liabilities was approximately $2.3 million and $2.2 million during the three months ended March 31, 2022 and 2021, 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 $4.8 million and $1.9 million during the three months ended March 31, 2022 and 2021, respectively.

13. Other long-term liabilities

Other long-term liabilities consist of the following components (dollars in thousands):

						March 31, 2022						December 31, 2021
Non-current asbestos-related liabilities						$	24,760					$	25,210
Other long-term liabilities						32,740						33,820
Total other long-term liabilities						$	57,500					$	59,030

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

14. Commitments and Contingencies

Asbestos

As of March 31, 2022, the Company was a party to 407 pending cases involving an aggregate of 4,782 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
Three Months Ended March 31, 2022						4,754						54						25						1						4,782						$	3,000					$	430,000
Fiscal Year Ended December 31, 2021						4,655						265						134						32						4,754						$	16,819					$	1,950,000

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 4,782 claims pending at March 31, 2022, 35 set forth specific amounts of damages (other than those stating the statutory minimum or maximum). At March 31, 2022, of the 35 claims that set forth specific amounts, there were zero claims seeking more than $5 million for punitive damages. Below is a breakdown of the compensatory damages sought for those claims seeking specific amounts:

Compensatory

Range of damages sought (dollars in millions)

$0.0 to $0.6

$0.6 to $5.0

$5.0+

Number of claims

—

2

33

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 30 years ago, have been approximately $10.6 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.

The Company records a liability for asbestos-related claims, which includes both known and unknown claims, 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.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

In the fourth quarter of 2021, the Company commissioned its actuary to update the study, based on data as of September 30, 2021, which yielded a range of possible future liability of $28.2 million to $38.6 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 a non-cash, pre-tax charge of $1.5 million to increase the liability estimate to $28.2 million, at the low-end of the range. As of March 31, 2022, the Company’s total asbestos-related liability is $27.2 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.

Based upon the Company's experience to date, including the trend in annual defense and settlement costs incurred to date, and other available information (including the availability of excess insurance), the Company does not believe these cases will have a material adverse effect on its financial position, 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.

15. 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 – TriMas' Packaging segment consists primarily of the Rieke® brand, as well as more recently acquired brands which include the Affaba & Ferrari™, Taplast™, Rapak®, Plastic Srl, Intertech and Omega brands. TriMas Packaging develops and manufactures a broad array of dispensing products (such as foaming pumps, lotion and hand soaps and 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, and flexible spouts), polymeric jar products, fully integrated dispensers for fill-ready bag-in-box applications, and consumable vascular delivery and diagnostic test components, all for a variety of consumer products submarkets including, but not limited to, beauty and personal care, food and beverage, home care, and life sciences, including but not limited to pharmaceutical, nutraceutical, and medical, as well as industrial markets (including agricultural).

Aerospace – TriMas' Aerospace segment, which includes the Monogram Aerospace Fasteners™, Allfast Fastening Systems®, Mac Fasteners™, TFI Aerospace, 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 – TriMas' 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.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Segment activity is as follows (dollars in thousands):

												Three months ended March 31,
																		2022						2021
Net Sales
Packaging																		$	138,490					$	132,090
Aerospace																		44,520						44,610
Specialty Products																		41,300						30,030
Total																		$	224,310					$	206,730
Operating Profit (Loss)
Packaging																		$	21,330					$	21,300
Aerospace																		1,840						4,500
Specialty Products																		7,240						4,520
Corporate																		(8,480)						(9,210)
Total																		$	21,930					$	21,110

16. Equity Awards

Restricted Stock Units

The Company awarded the following restricted stock units ("RSUs") during the three months ended March 31, 2022:

•granted 195,398 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 22,554 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 337 RSUs related to director fee deferrals 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.

•issued 58 RSUs to certain employees related to dividend equivalent rights on existing equity awards.

During 2022, the Company also awarded 85,156 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, 2022 and ending December 31, 2024. 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 1.88% and annualized volatility of 36.5%. 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. For similar performance-based RSUs awarded in 2019, the Company attained 65.4% of the target on a weighted average basis, resulting in a decrease of 24,975 shares during the three months ended March 31, 2022.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Information related to RSUs at March 31, 2022 is as follows:

						Number of Unvested RSUs						Weighted Average Grant Date Fair Value						Average Remaining Contractual Life (Years)						Aggregate Intrinsic Value
Outstanding at January 1, 2022						673,732						$	27.38
Granted						303,503						33.19
Vested						(97,258)						28.52
Cancelled						(36,607)						35.91
Outstanding at March 31, 2022						843,370						$	28.97					1.3						$	27,063,743

As of March 31, 2022, there was approximately $13.2 million of unrecognized compensation cost related to unvested RSUs that is expected to be recorded over a weighted average period of 2.0 years.

The Company recognized stock-based compensation expense related to RSUs of approximately $2.8 million and $2.4 million during the three months ended March 31, 2022 and 2021, respectively. The stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statement of income.

17. 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. The following table summarizes the dilutive effect of RSUs and options to purchase common stock for the three months ended March 31, 2022 and 2021:

												Three months ended March 31,
																		2022						2021
Weighted average common shares—basic																		42,799,206						43,185,007
Dilutive effect of restricted stock units																		310,487						400,685
Dilutive effect of stock options																		—						49,184
Weighted average common shares—diluted																		43,109,693						43,634,876

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. This announcement represented the most recent update from the initial authorization, approved in November 2015, of up to $50 million of purchases in the aggregate of its common stock. In the three months ended March 31, 2022, the Company purchased 282,003 shares of its outstanding common stock for approximately $9.1 million. During the three months ended March 31, 2021, the Company purchased 82,171 shares of its outstanding common stock for approximately $2.6 million. As of March 31, 2022, the Company has approximately $133.6 million remaining under the repurchase authorization.

Holders of common stock are entitled to dividends at the discretion of the Company's Board of Directors. In 2021 the Company's Board of Directors declared the first dividend since the Company's initial public offering in 2007. During the three months ended March 31, 2022, the Company's cash dividends declared were $0.04 per share of common stock and total dividends paid on common shares were $1.7 million. No dividends were paid during the three months ended March 31, 2021.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

18. 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
						Three months ended March 31,
						2022						2021
Service costs						$	200					$	330
Interest costs						230						200
Expected return on plan assets						(410)						(390)
Settlement/curtailment loss						150						—
Amortization of net loss						140						230
Net periodic benefit cost						$	310					$	370

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 income.

During the three months ended March 31, 2022, the Company recorded a non-cash curtailment expense of approximately $0.2 million, as it transitioned certain active employees previously participating in a defined benefit plan in the United Kingdom to a defined contribution plan, thereby eliminating future service cost accruals for all employees under this defined benefit plan.

The Company contributed approximately $0.3 million to its defined benefit pension plans during the three months ended March 31, 2022. The Company expects to contribute approximately $1.7 million to its defined benefit pension plans for the full year 2022.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

19. Other Comprehensive Income (Loss)

Changes in AOCI by component for the three months ended March 31, 2022 are summarized as follows, net of tax (dollars in thousands):

						Defined Benefit Plans						Derivative Instruments						Foreign Currency Translation						Total
Balance, December 31, 2021						$	(4,830)					$	5,910					$	(850)					$	230
Net unrealized gains (losses) arising during the period (a)						—						1,560						(4,040)						(2,480)
Less: Net realized losses reclassified to net income (b)						(240)						—						—						(240)
Net current-period other comprehensive income (loss)						240						1,560						(4,040)						(2,240)
Balance, March 31, 2022						$	(4,590)					$	7,470					$	(4,890)					$	(2,010)

__________________________

(a)     Derivative instruments, net of income tax of approximately $0.5 million. See Note 11, "Derivative Instruments," for further details.

(b)     Defined benefit plans, net of income tax of approximately $0.1 million. See Note 18, "Defined Benefit Plans," for further details.

Changes in AOCI by component for the three months ended March 31, 2021 are summarized as follows, net of tax (dollars in thousands):

						Defined Benefit Plans						Derivative Instruments						Foreign Currency Translation						Total
Balance, December 31, 2020						$	(8,620)					$	(3,580)					$	6,580					$	(5,620)
Net unrealized gains (losses) arising during the period (a)						—						3,900						(3,420)						480
Less: Net realized losses reclassified to net income						(150)						—						—						(150)
Net current-period other comprehensive income (loss)						150						3,900						(3,420)						630
Balance, March 31, 2021						$	(8,470)					$	320					$	3,160					$	(4,990)

__________________________

(a)     Derivative instruments, net of income tax of approximately $1.3 million. See Note 11, "Derivative Instruments," for further details.

20. Subsequent Events

On April 21, 2022, the Company announced that its Board of Directors had declared a cash dividend of $0.04 per share of TriMas Corporation common stock, which will be payable on May 12, 2022 to shareholders of record as of the close of business on May 5, 2022.

On April 19, 2022, the Company entered into an additional cross currency swap agreement to hedge the Company's net investment in Euro-denominated assets against future volatility in the exchange rate between the U.S. dollar and the Euro. This swap agreement has a notional amount of $25.0 million and matures on October 15, 2027. Under the terms of the swap agreement, the Company is to receive net interest payments at a fixed rate of approximately 1.4% of the notional amount.

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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, 2021.

Introduction

TriMas designs, develops and manufactures a diverse set of products primarily for the consumer products, aerospace & defense and industrial markets through its TriMas Packaging, TriMas Aerospace and Specialty Products groups. 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.

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.

Over the past two years, the coronavirus ("COVID-19") outbreak has 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 fight the spread of germs experienced significant increases in demand, while sales of our industrial and aerospace-related products were significantly depressed from historical levels. Our aerospace-related product sales continue to be depressed while industrial product sales have recovered to pre-pandemic levels.

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. 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 manufacturing inefficiencies due to elevated levels of absenteeism, resulting in less efficient production scheduling and, in certain cases, short-term idling of production. While these increased costs and inefficiencies began in second quarter 2020, they continue to persist into 2022. We expect that we will continue to operate with these protocols in place, and that labor-related availability and inefficiencies will be an ongoing challenge.

We continue to actively monitor the spread of certain variants of the virus, and plan for potential future impacts. While conditions related to the pandemic generally have improved in some regions of the world in 2022 compared to 2021, we anticipate conditions will continue to vary by industry as well as geography. Late in first quarter 2022, an increase of COVID-19 related cases in certain parts of China resulted in widespread shut-downs and restrictions (in light of China's zero-covid policy), including the re-institution of stay-at-home and quarantine mandates. While this did not have a significant impact on our first quarter results, it could have a more significant impact in second quarter 2022 and beyond.

Overall, our first quarter 2022 net sales increased approximately $17.6 million, or 8.5%, compared to first quarter 2021, primarily as a result of increased industrial demand in our Specialty Products segment, the impact of our recent acquisitions in our Packaging and Aerospace segments and increased sales of products used in food and beverage markets and industrial markets within our Packaging segment. These factors more than offset the expected decline in sales of our Packaging segment's dispensing and closure products that are used in applications to fight the spread of germs, which reached record-high levels in 2020 and first quarter 2021 when there was a significant spike in demand following the onset of the COVID-19 pandemic, but now have abated to what we believe is a new, and higher, normalized level.

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The most significant drivers affecting our results of operations in first quarter 2022 compared with first quarter 2021, other than as directly impacted by demand level changes as a result of the COVID-19 pandemic, were the impact of our recent acquisitions, our continued realignment actions in response to reduced certain end-market demand following the outbreak of COVID-19, and the impact of higher energy and utility costs.

On February 28, 2022, we acquired Intertech Plastics LLC and related companies (collectively, "Intertech"), a manufacturer of custom injection molded products used in medical applications, as well as products and assemblies for consumer and industrial applications, for an aggregate amount of approximately $64.0 million, net of cash acquired, subject to customary closing conditions. Intertech, which is reported in the Company's Packaging segment, has two manufacturing facilities located in the Denver, Colorado area. Intertech contributed approximately $2.8 million of net sales during first quarter 2022.

In December 2021, we completed the acquisition of Omega Plastics ("Omega"), which specializes in manufacturing custom components and devices for drug delivery, diagnostic and orthopedic medical applications, as well as components for industrial applications, for an aggregate amount of approximately $22.5 million, net of cash acquired. Omega, which is reported in the Company's Packaging segment, is located in Clinton Township, Michigan. Omega contributed approximately $4.8 million of net sales during first quarter 2022.

In December 2021, we acquired TFI Aerospace ("TFI"), a manufacturer and supplier of specialty fasteners used in a variety of applications, predominately for the aerospace end market, for an aggregate amount of approximately $11.8 million, with additional contingent consideration ranging from zero to approximately $12.0 million to be paid based on 2023 and 2024 earnings per the purchase agreement. TFI, which is reported in the Company's Aerospace segment, is located near Toronto, Canada. TFI contributed approximately $1.4 million of net sales during first quarter 2022.

Beginning in second quarter 2020, we have been executing certain realignment actions in response to reductions in current and expected future end market demand following the onset of the COVID-19 pandemic. We recorded pre-tax facility move/consolidation and employee-related costs of approximately $0.9 million and $1.4 million, respectively, in the three months ended March 31, 2022. In the three months ended March 31, 2021, we recorded pre-tax facility consolidation and employee separation costs of approximately $1.5 million and $2.6 million, respectively.

We also experienced a significant increase in the cost of energy and utilities in first quarter 2022 compared with first quarter 2021, primarily in our Europe-based operations. Energy costs began to rise during late 2021, and have further increased into 2022, which we believe is primarily due to geopolitical tensions associated with the Russia-Ukraine conflict, as well as realized and expected energy supply constraints. We expect there could be additional cost and supply chain pressures going forward in 2022 as a result of the uncertainty surrounding the conflict in Eastern Europe.

Additional Key Risks that May Affect Our Reported Results

We have executed significant realignment actions since the onset of the COVID-19 pandemic, primarily in our Aerospace and Specialty Products segments, and also in certain Packaging product areas where demand has fallen, 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 if 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 for declines in future demand levels and results of operations, at present, we believe our capital structure is in a strong position. We have ample cash and available liquidity under our revolving credit facility 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 and acceptance of widespread vaccine availability, and the resumption of normalized 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.

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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 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.

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 and availability of our raw materials supply. Our largest raw material purchases are for resins (such as polypropylene and polyethylene), steel, aluminum and other oil and metal-based purchased components. In addition to the factors affecting our 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. We 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. If input costs increase at rapid rates, as they did during 2021, our ability to recover cost increases on a timely basis is made more difficult by the lag nature of these contracts.

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 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 2020, our Board of Directors increased the authorization of share repurchases to a cumulative amount of $250 million. During first quarter 2022, we purchased 282,003 shares of our outstanding common stock for approximately $9.1 million. As of March 31, 2022, we had approximately $133.6 million remaining under the repurchase authorization.

In addition, in first quarter 2022, we declared dividends of $0.04 per share of common stock and we 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.

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Segment Information and Supplemental Analysis

The following table summarizes financial information for our reportable segments for the three months ended March 31, 2022 and 2021 (dollars in thousands):

			Three months ended March 31,
			2022						As a Percentage of Net Sales						2021						As a Percentage of Net Sales
Net Sales
Packaging			$	138,490					61.7		%				$	132,090					63.9		%
Aerospace			44,520						19.9		%				44,610						21.6		%
Specialty Products			41,300						18.4		%				30,030						14.5		%
Total			$	224,310					100.0		%				$	206,730					100.0		%
Gross Profit
Packaging			$	36,360					26.3		%				$	33,870					25.6		%
Aerospace			8,030						18.0		%				10,970						24.6		%
Specialty Products			9,320						22.6		%				6,490						21.6		%
Total			$	53,710					23.9		%				$	51,330					24.8		%
Selling, General and Administrative Expenses
Packaging			$	15,030					10.9		%				$	12,570					9.5		%
Aerospace			6,190						13.9		%				6,470						14.5		%
Specialty Products			2,080						5.0		%				1,970						6.6		%
Corporate			8,480						N/A						9,210						N/A
Total			$	31,780					14.2		%				$	30,220					14.6		%
Operating Profit (Loss)
Packaging			$	21,330					15.4		%				$	21,300					16.1		%
Aerospace			1,840						4.1		%				4,500						10.1		%
Specialty Products			7,240						17.5		%				4,520						15.1		%
Corporate			(8,480)						N/A						(9,210)						N/A
Total			$	21,930					9.8		%				$	21,110					10.2		%
Depreciation
Packaging			$	5,540					4.0		%				$	5,170					3.9		%
Aerospace			1,900						4.3		%				1,780						4.0		%
Specialty Products			990						2.4		%				870						2.9		%
Corporate			40						N/A						30						N/A
Total			$	8,470					3.8		%				$	7,850					3.8		%
Amortization
Packaging			$	2,170					1.6		%				$	2,400					1.8		%
Aerospace			3,010						6.8		%				2,880						6.5		%
Specialty Products			110						0.3		%				110						0.4		%
Corporate			—						N/A						—						N/A
Total			$	5,290					2.4		%				$	5,390					2.6		%

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Results of Operations

The principal factors impacting us during the three months ended March 31, 2022, compared with the three months ended March 31, 2021, were:

•the impact on global business activity of the COVID-19 pandemic, as well as the volatility in input costs, supply chain and labor availability;

•the impact of our recent acquisitions, primarily Omega and TFI in December 2021, and Intertech in February 2022;

•realignment expenses in response to changes in end market demand; and

•the impact of higher energy and utility costs.

Three Months Ended March 31, 2022 Compared with Three Months Ended March 31, 2021

Overall, net sales increased approximately $17.6 million, or 8.5%, to $224.3 million for the three months ended March 31, 2022, as compared with $206.7 million in the three months ended March 31, 2021, as a result of acquisitions, which added approximately $9.0 million of sales. Organic sales, excluding the impact of currency exchange and acquisitions, increased approximately $11.0 million, as increases in our Specialty Products segment as well as for food and beverage and industrial products in our Packaging segment were partially offset by declines in dispensing products that help fight the spread of germs in our Packaging segment, as demand for these products abated from peak levels in 2020 and first quarter 2021. In addition, net sales decreased by approximately $2.4 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.

Gross profit margin (gross profit as a percentage of sales) approximated 23.9% and 24.8% for the three months ended March 31, 2022 and 2021, respectively. Gross profit margin decreased due to a less favorable sales mix, primarily as a result of lower sales of Aerospace segment customers' stocking orders for highly-engineered fasteners during the three months ended March 31, 2022, as well as due to approximately $2 million of higher energy and utility costs, primarily in our European Packaging segment facilities. Partially offsetting the decline in margin was approximately $0.9 million of lower realignment costs in first quarter 2022 as compared to the first quarter 2021.

Operating profit margin (operating profit as a percentage of sales) approximated 9.8% and 10.2% for the three months ended March 31, 2022 and 2021, respectively. Operating profit increased approximately $0.8 million to approximately $21.9 million in the three months ended March 31, 2022, from approximately $21.1 million for the three months ended March 31, 2021, primarily due to higher sales levels. Although operating profit increased, operating margin declined primarily due to a less favorable product sales mix and higher energy and utility costs, which were partially offset by approximately $1.8 million of lower realignment costs.

Interest expense decreased approximately $0.1 million to approximately $3.4 million, for the three months ended March 31, 2022 compared to approximately $3.6 million for the three months ended March 31, 2021, as a lower effective interest rate more than offset an increase in our weighted average borrowings.

In the three months ended March 31, 2021, we incurred approximately $0.2 million of non-cash debt financing and related expenses due to the write-off of previously capitalized deferred financing fees associated with our Credit Agreement.

Other expense decreased approximately $0.7 million to approximately $0.3 million for the three months ended March 31, 2022, as compared to approximately $0.9 million for the three months ended March 31, 2021, primarily due to a decrease in losses on transactions denominated in foreign currencies.

The effective income tax rate for the three months ended March 31, 2022 and 2021 was 22.3% and 20.5%, respectively. We recorded income tax expense of approximately $4.1 million for the three months ended March 31, 2022 as compared to income tax expense of approximately $3.4 million for the three months ended March 31, 2021. The rate for the three months ended March 31, 2022 is higher than in the prior year primarily due to a decrease in favorable tax benefits in addition to mix of jurisdictional earnings.

Net income increased approximately $1.1 million, to $14.2 million for the three months ended March 31, 2022, as compared to $13.1 million for the three months ended March 31, 2021. The increase was primarily the result of an increase in operating profit of approximately $0.8 million, a decrease in other expense of approximately $0.7 million, a decrease in debt financing and related expenses of $0.2 million and a decrease in interest expense of $0.1 million, partially offset by an increase in income tax expense of approximately $0.7 million.

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See below for a discussion of operating results by segment.

Packaging. Net sales increased approximately $6.4 million, or 4.8%, to $138.5 million in the three months ended March 31, 2022, as compared to $132.1 million in the three months ended March 31, 2021. Acquisition-related sales growth was approximately $7.6 million, comprised of $4.8 million of sales from our December 2021 acquisition of Omega and $2.8 million from our February 2022 acquisition of Intertech. Net sales decreased by approximately $2.4 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 first quarter 2021. Sales of products used in food and beverage markets increased by approximately $11.0 million, primarily due to strong demand for closures, dispensers and flexible packaging as the hospitality sector continues to rebound from prior COVID-19 pandemic-related shutdowns. Sales of products used in industrial markets increased by approximately $4.3 million, primarily as a result of higher demand for closure products, primarily in North America. Sales of dispensing products used in beauty and personal care, as well as home care, applications that help fight the spread of germs decreased largely as anticipated by approximately $14.5 million, as COVID-19-related demand levels have abated for these products from the peak levels in mid-2020 through first quarter 2021.

Gross profit increased approximately $2.5 million to $36.4 million, or 26.3% of sales, in the three months ended March 31, 2022, as compared to $33.9 million, or 25.6% of sales, in the three months ended March 31, 2021. During first quarter 2021, we were impacted by approximately $2 million of higher resin costs than we were able to recover via commercial actions, while in first quarter 2022 we were generally able to recover current resin costs. Gross profit margin further improved as a result of lower facility move and consolidation costs of approximately $0.8 million associated with our realignment efforts. The increase in gross profit was partially offset by approximately $2 million higher energy and utility costs, primarily in our European manufacturing facilities, as well as a result of approximately $0.6 million of 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.

Selling, general and administrative expenses increased approximately $2.5 million to $15.0 million, or 10.9% of sales, in the three months ended March 31, 2022, as compared to $12.6 million, or 9.5% of sales, in the three months ended March 31, 2021, primarily due to higher ongoing selling, general and administrative costs associated with our acquisitions as well as higher employee-related expenses as a result of our first quarter 2022 realignment actions.

Operating profit remained flat at $21.3 million, or 15.4% of sales, in the three months ended March 31, 2022, as compared to $21.3 million, or 16.1% of sales, in the three months ended March 31, 2021, as the impact of lower material costs was offset by higher energy and utility costs, higher selling, general and administrative expenses and the impact of unfavorable currency exchange.

Aerospace.    Net sales for the three months ended March 31, 2022 decreased approximately $0.1 million, or 0.2%, to $44.5 million, as compared to $44.6 million in the three months ended March 31, 2021. Acquisition-related sales growth from our December 2021 acquisition of TFI was approximately $1.4 million. Sales of our fasteners products decreased by approximately $0.6 million, as market share gains achieved in first quarter 2022 mostly offset the expected loss of sales of customers' stocking orders for highly-engineered fasteners that were predominantly fulfilled throughout 2021. Sales of our engineered components products decreased by approximately $0.9 million, primarily due to lower end market demand.

Gross profit decreased approximately $2.9 million to $8.0 million, or 18.0% of sales, in the three months ended March 31, 2022, from $11.0 million, or 24.6% of sales, in the three months ended March 31, 2021, primarily due to a less favorable product sales mix in first quarter 2022 with lower sales of the customers' stocking orders for highly-engineered fasteners.

Selling, general and administrative expenses decreased approximately $0.3 million to $6.2 million, or 13.9% of sales, in the three months ended March 31, 2022, as compared to $6.5 million, or 14.5% of sales, in the three months ended March 31, 2021, primarily due to savings from realignment efforts in response to lower than historical demand resulting from COVID-19.

Operating profit decreased approximately $2.7 million to approximately $1.8 million, or 4.1% of sales, in the three months ended March 31, 2022, as compared to approximately $4.5 million, or 10.1% of sales, in the three months ended March 31, 2021, primarily due to a less favorable product sales mix, which was partially offset by lower selling, general and administrative expenses.

Specialty Products.   Net sales for the three months ended March 31, 2022 increased approximately $11.3 million, or 37.5%, to $41.3 million, as compared to $30.0 million in the three months ended March 31, 2021. Sales of our cylinder products increased approximately $7.6 million due to higher demand for steel cylinders in North America, as industrial activity continues to increase from depressed levels in 2020 and first quarter 2021 as a result of the COVID-19 pandemic. Sales of engines, compressors and related parts used in stationary power generation and assistance applications for natural gas and crude oil extraction increased by approximately $3.7 million, primarily as a result of higher oil-field activity in North America.

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Gross profit increased approximately $2.8 million to $9.3 million, or 22.6% of sales, in the three months ended March 31, 2022, as compared to $6.5 million, or 21.6% of sales, in the three months ended March 31, 2021. Gross profit increased in the first quarter of 2022 due to higher sales levels, while margins further improved due to favorable product sales mix and continued leveraging of previous realignment efforts.

Selling, general and administrative expenses increased approximately $0.1 million to $2.1 million, or 5.0% of sales, in the three months ended March 31, 2022, as compared to $2.0 million, or 6.6% of sales, in the three months ended March 31, 2021, primarily due to higher employment and spending levels in support of the increase in sales levels.

Operating profit increased approximately $2.7 million to $7.2 million, or 17.5% of sales, in the three months ended March 31, 2022, as compared to $4.5 million, or 15.1% of sales, in the three months ended March 31, 2021, primarily due to increased sales levels and a more favorable product sales mix.

Corporate.    Corporate expenses consist of the following (dollars in millions):

						Three months ended March 31,
						2022						2021
Corporate operating expenses						$	5.5					$	6.4
Non-cash stock compensation						2.8						2.4
Legacy expenses						0.2						0.4
Corporate expenses						$	8.5					$	9.2

Corporate expenses decreased approximately $0.7 million to approximately $8.5 million for the three months ended March 31, 2022, from approximately $9.2 million for the three months ended March 31, 2021, primarily as a result of realignment charges recorded in the first quarter of 2021 relating to streamlining and reorganizing the corporate office legal group.

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Liquidity and Capital Resources

Cash Flows

Cash flows provided by operating activities were approximately $5.7 million for the three months ended March 31, 2022, as compared to approximately $15.7 million for the three months ended March 31, 2021. Significant changes in cash flows provided by operating activities and the reasons for such changes were as follows:

•For the three months ended March 31, 2022, the Company generated approximately $34.8 million in cash flows, based on the reported net income of approximately $14.2 million and after considering the effects of non-cash items related to depreciation, amortization, loss on dispositions of assets, changes in deferred income taxes, stock-based compensation and other operating activities. For the three months ended March 31, 2021, the Company generated approximately $34.6 million in cash flows based on the reported net income of approximately $13.1 million and after considering the effects of similar non-cash items and debt financing and related expenses.

•Increases in accounts receivable resulted in a use of cash of approximately $22.3 million and $15.6 million for the three months ended March 31, 2022 and 2021, respectively. The increased use of cash for each of the three month periods is due primarily to the timing of sales and collection of cash related thereto within the periods. Days sales outstanding of receivables increased approximately six days through the three months ended March 31, 2022, and remained relatively consistent through the three months ended March 31, 2021.

•We increased our investment in inventory by approximately $0.9 million and $3.1 million for the three months ended March 31, 2022 and 2021, respectively. Our days sales in inventory decreased by approximately three days through first quarter 2022 and decreased approximately six days during first quarter 2021, as 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 $0.7 million and $2.1 million for the three months ended March 31, 2022 and 2021, respectively. These changes were primarily a result of the timing of payments made for income taxes and certain operating expenses.

•A decrease in accounts payable and accrued liabilities resulted in a use of cash of approximately $5.2 million for the three months ended March 31, 2022, while an increase in accounts payable and accrued liabilities resulted in a source of cash of approximately $2.0 million for the three months ended March 31, 2021. Days accounts payable on hand remained relatively consistent through first quarter of 2022 compared with a decrease of approximately one day in first quarter 2021. 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.

Net cash used for investing activities for the three months ended March 31, 2022 and 2021 was approximately $75.8 million and $9.4 million, respectively. During the first three months of 2022, we invested approximately $11.9 million in capital expenditures, as we continued our investment in growth, capacity and productivity-related capital projects, and paid approximately $64.0 million, net of cash acquired, to acquire Intertech. During the first three months of 2021, we invested approximately $9.4 million in capital expenditures.

Net cash used for financing activities for the three months ended March 31, 2022 was approximately $11.8 million, while net cash provided by financing activities was approximately $340.8 million for the three months ended March 31, 2021. During the first three months of 2022, we purchased approximately $9.1 million of outstanding common stock, used a net cash amount of approximately $1.0 million related to our stock compensation arrangements and paid dividends of approximately $1.7 million. During the first three months of 2021, we issued $400.0 million principal amount of senior notes and made net repayments of approximately $48.6 million on our revolving credit facilities. In connection with refinancing our long-term debt, we paid approximately $6.2 million of debt financing fees. We also purchased approximately $2.6 million of outstanding common stock and used a net cash amount of approximately $1.8 million related to our stock compensation arrangements.

Our Debt and Other Commitments

In 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 $1.0 million related to amending our Credit Agreement. In connection with the issuance, during the second quarter of 2021, we completed the redemption of our $300.0 million principal amount 2025 Senior Notes. 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.

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

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 three months ended March 31, 2022, our consolidated subsidiaries that do not guarantee the 2029 Senior Notes represented approximately 26% 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 37% and 43% of the total guarantor and non-guarantor assets and liabilities, respectively, as of March 31, 2022, treating the guarantor and non-guarantor subsidiaries each as a consolidated group.

In March 2021, we amended our Credit Agreement in connection with the issuance of the 2029 Senior Notes to extend the maturity date. We incurred fees and expenses of approximately $1.0 million related to the amendment, all of which were capitalized as debt issuance costs. We also recorded approximately $0.2 million of non-cash expense related to the write-off of previously capitalized deferred financing fees. The Credit Agreement consists of a $300.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies, subject to a $125.0 million sub limit, maturing on March 29, 2026.

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

The Credit Agreement 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) 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, 2022. 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 1.98 to 1.00 at March 31, 2022. Our permitted interest expense coverage ratio under the Credit Agreement is 3.00 to 1.00 as of March 31, 2022. Our actual interest expense coverage ratio was 13.73 to 1.00 at March 31, 2022. At March 31, 2022, we were in compliance with our financial covenants.

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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 March 31, 2022 (dollars in thousands). We present Consolidated Bank EBITDA to show our performance under our financial covenants.

																								Twelve Months  Ended  March 31, 2022
Net income																								$	58,420
Bank stipulated adjustments:
Interest expense																								14,370
Income tax expense																								12,750
Depreciation and amortization																								53,970
Non-cash compensation expense(1)																								9,880
Other non-cash expenses or losses																								820
Non-recurring expenses or costs(2)																								19,360
Extraordinary, non-recurring or unusual gains or losses																								1,520
Effects of purchase accounting adjustments																								720
Business and asset dispositions																								130
Net losses on early extinguishment of debt																								3,000
Permitted acquisitions																								7,040
Currency gains and losses																								160
Consolidated Bank EBITDA, as defined																								$	182,140

			March 31, 2022
Total Indebtedness, as defined(3)			$	360,120
Consolidated Bank EBITDA, as defined			182,140
Total net leverage ratio			1.98			x
Covenant requirement			4.00			x

																								Twelve Months  Ended  March 31, 2022
Interest expense																								$	14,370
Bank stipulated adjustments:
Interest income																								(210)
Non-cash amounts attributable to amortization of financing costs																								(890)
Total Consolidated Cash Interest Expense, as defined																								$	13,270

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			March 31, 2022
Consolidated Bank EBITDA, as defined			$	182,140
Total Consolidated Cash Interest Expense, as defined			13,270
Actual interest expense coverage ratio			13.73			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)        Includes approximately $3.8 million of acquisition related contingent consideration as of March 31, 2022.

Our revolving credit facility allows for the issuance of letters of credit, not to exceed $40.0 million in aggregate. We placed restricted cash on deposit with a financial institution to be held as cash collateral for our outstanding letters of credit; therefore, as of March 31, 2022 and December 31, 2021, we had no letters of credit issued against our revolving credit facility. At March 31, 2022 and December 31, 2021, we had no amounts outstanding under our revolving credit facility and had approximately $300.0 million available after giving effect to letters of credit issued and outstanding. Our 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 March 31, 2022 and December 31, 2021.

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 three months of 2022 approximated $400.0 million, compared to approximately $357.5 million during the first three months of 2021, primarily due to a higher aggregate principal balance on our senior notes due to the issuance of the 2029 Senior Notes and the redemption of the 2025 Senior Notes during the first half of 2021.

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 as of March 31, 2022.

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.

While more than half of our cash on hand as of March 31, 2022 is located outside the U.S., given available funding under our revolving credit facility of $300.0 million at March 31, 2022 (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.

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 March 31, 2022, 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 $11.0 million in 2021. We expect leasing will continue to be an available financing option to fund future capital expenditure requirements.

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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 months ended March 31, 2022, we purchased 282,003 shares of our outstanding common stock for an aggregate purchase price of approximately $9.1 million. Since the initial authorization through March 31, 2022, we have purchased 4,132,818 shares of our outstanding common stock for an aggregate purchase price of approximately $116.4 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, 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 March 31, 2022, we were party to foreign exchange forward and swap contracts to hedge changes in foreign currency exchange rates with notional amounts of approximately $135.8 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 11, "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. See Note 10, "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 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 March 29, 2022, Moody's affirmed a Ba3 rating to our 2029 Senior Notes. See Note 10, "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 March 15, 2021, Standard & Poor's assigned a BB- rating to our 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

We believe our first quarter 2022 financial results continue to demonstrate our ability to effectively leverage our TriMas Business Model, working across our businesses with a high degree of connectivity to respond to changing market conditions, whether they be related to the COVID-19 pandemic, volatile commodity costs or the supply chain and energy cost impacts from the Russia-Ukraine conflict. We have capitalized on opportunities where market demand was high, while also taking swift actions where market demand was sharply reduced. We have continued to take proactive realignment actions to mitigate external pressures as much as practical, while at the same time growing our businesses through organic new products as well as via bolt-on acquisitions.

Looking forward, we believe there will be a continued period of uncertainty related to demand levels for our products, whether it be when production rates for new aircraft builds, which require our fasteners and engineered products, will ramp-up, or whether general industrial activity will continue to its upward trajectory. We expect to continue to mitigate, as much as practical, the impact of low volumes in the most challenged end markets, executing realignment actions as necessary so we are positioned to gain operating leverage when these end markets recover. We believe we remain well positioned to capitalize on the recovery of the aerospace market, just as we have with the improvement in the industrial markets, as well as capture available market growth opportunities.

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Following our recent acquisitions, we continue to believe our capital structure remains 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, as well as dividends and share repurchases.

We expect to continue to leverage the tenets of our TriMas Business Model to manage our multi-industry businesses 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 March 31, 2022, 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, 2021.

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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 10, "Long-term Debt," and Note 11, "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 March 31, 2022, 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 March 31, 2022, 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 March 31, 2022 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.

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PART II. OTHER INFORMATION

TRIMAS CORPORATION

Item 1.    Legal Proceedings

See Note 14, "Commitments and Contingencies," included in Part I, Item 1, "Notes to Unaudited Consolidated Financial Statements," within this quarterly report on Form 10-Q.

Item 1A.    Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part 1, Item 1A., "Risk Factors," in our 2021 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. There have been no significant changes in our risk factors as disclosed in our 2021 Annual Report on Form 10-K.

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 March 31, 2022.

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)
January 1, 2022 to January 31, 2022						—						$	—					—						$	142,615,349
February 1, 2022 to February 28, 2022						4,874						$	31.67					4,874						$	142,461,009
March 1, 2022 to March 31, 2022						277,129						$	32.12					277,129						$	133,558,897
Total						282,003						$	32.11					282,003						$	133,558,897

__________________________

(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 March 31, 2022, the Company repurchased 282,003 shares of its common stock at a cost of approximately $9.1 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.

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Item 6.    Exhibits

Exhibits Index:

3.1			Fourth Amended and Restated Certificate of Incorporation of TriMas Corporation (Incorporated by reference to the Exhibits filed with TriMas Corporation's Quarterly Report on Form 10-Q filed on August 3, 2007 (File No. 001-10716)).
3.2			Third Amended and Restated By-laws of TriMas Corporation (Incorporated by reference to the Exhibits filed with TriMas Corporation's Current Report on Form 8-K filed on December 18, 2015 (File No. 001-10716)).
10.1			Form of Performance Stock Units Agreement - 2022 LTI - under the 2017 Equity and Incentive Compensation Plan.*
10.2			Form of Restricted Stock Units Agreement (Three-Year Vest) - 2022 LTI - under the 2017 Equity and Incentive Compensation Plan.*
10.3			Form of Restricted Stock Units Agreement (Board Of Directors) (One-Year Vest) - 2022 LTI - under the 2017 Equity and Incentive Compensation Plan.*
31.1			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
32.2			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
101			The following materials from TriMas Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheet, (ii) the Consolidated Statement of Income, (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.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Management contracts and compensatory plans or arrangements.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TRIMAS CORPORATION (Registrant)

/s/ SCOTT A. MELL

Date:

April 28, 2022

By:

Scott A. Mell Chief Financial Officer

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