TRIMAS CORP 10-K

Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of TriMas Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of TriMas Corporation and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, cash flows, and shareholders’ equity, for each of the three years in the period ended December 31, 2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 01, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill - Aerospace Fasteners Reporting Unit - Refer to Notes 3 and 9 to the financial statements. Critical Audit Matter Description The Company assesses goodwill for impairment on an annual basis as of October 1, and more frequently if there are changes in the business climate or as a result of a triggering event taking place. The Company’s evaluation of goodwill impairment involves a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. The qualitative assessment involves significant use of management’s judgment and assumptions related to macroeconomic conditions, industry and market considerations, overall financial performance, entity and reporting unit specific events, and capital markets pricing. The Company also considered recent valuations of its reporting units, including the difference between the most recent fair value estimate and the carrying amount. Changes in these assumptions could have a significant effect on management’s conclusion about whether a quantitative goodwill impairment test is necessary to estimate the fair value of its reporting units. 45 Table of Contents The Company’s goodwill balance was $315 million as of December 31, 2021, of which $70 million was allocated to the Aerospace Fasteners Reporting Unit (“Aerospace Fasteners”). The Company concluded there were no indications that the fair value of any reporting unit was less than the carrying amount, therefore a quantitative assessment was not performed, and no impairment was recognized. Given the nature of the Aerospace Fasteners operations, the assumptions used in the qualitative assessment, and the difference between the most recent fair value estimate and the carrying amount of Aerospace Fasteners, auditing management’s judgments related to the impact of macroeconomic conditions, overall financial performance for Aerospace Fasteners, and capital markets pricing involved especially subjective judgment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s qualitative evaluation of goodwill impairment for Aerospace Fasteners included the following, among others: • We tested the effectiveness of controls over goodwill, including those over management's judgments and assumptions related to macroeconomic conditions, industry and market considerations, overall financial performance, entity and reporting unit specific events, capital markets pricing, recent fair value estimates and carrying amounts. • We evaluated management's ability to accurately forecast future revenues and EBITDA margins by comparing actual results to management's historical forecasts. • We evaluated the reasonableness of management’s qualitative assessment of factors affecting revenue and EBITDA margin forecasts by comparing the forecasts to: ◦ Historical revenues and EBITDA. ◦ Internal communications to management and the Board of Directors. ◦ Forecasted information included in industry reports for the Company and certain of its peer companies. • We evaluated the impact of changes in management’s forecasts from the October 1, 2021, annual measurement date to December 31, 2021. • With the assistance of our fair value specialists, we evaluated the reasonableness of management’s qualitative assessment by performing the following: (1) Researching GDP growth, inflation and/or other macroeconomic variables, as well as industry growth rates; (2) Estimate industry discount rates; (3) Research and analyze valuation multiple of guideline public companies to understand valuation trends, and research trends in growth and margins in guideline public companies; and (4) Obtain information to analyze the trend of market capitalization of the entity and public peer companies. /s/ Deloitte & Touche LLP Detroit, Michigan March 1, 2022 We have served as the Company's auditor since 2013. 46 Table of Contents TriMas Corporation Consolidated Balance Sheet (Dollars in thousands) December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 140,740 $ 73,950 Receivables, net 125,630 113,410 Inventories 152,450 149,380 Prepaid expenses and other current assets 12,950 15,090 Total current assets 431,770 351,830 Property and equipment, net 265,630 253,060 Operating lease right-of-use assets 50,650 37,820 Goodwill 315,490 303,970 Other intangibles, net 196,730 206,200 Deferred income taxes 9,740 19,580 Other assets 33,630 21,420 Total assets $ 1,303,640 $ 1,193,880 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 87,800 $ 69,910 Accrued liabilities 58,980 60,540 Operating lease liabilities, current portion 8,120 6,740 Total current liabilities 154,900 137,190 Long-term debt, net 393,820 346,290 Operating lease liabilities 43,780 31,610 Deferred income taxes 21,260 24,850 Other long-term liabilities 59,030 69,690 Total liabilities 672,790 609,630 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: 42,836,574 shares at December 31, 2021 and 43,178,165 shares at December 31, 2020 430 430 Paid-in capital 732,490 749,050 Accumulated deficit ( 102,300 ) ( 159,610 ) Accumulated other comprehensive loss 230 ( 5,620 ) Total shareholders' equity 630,850 584,250 Total liabilities and shareholders' equity $ 1,303,640 $ 1,193,880 The accompanying notes are an integral part of these financial statements. 47 Table of Contents TriMas Corporation Consolidated Statement of Operations (Dollars in thousands, except per share amounts) Year ended December 31, 2021 2020 2019 Net sales $ 857,110 $ 769,970 $ 723,530 Cost of sales ( 639,920 ) ( 587,890 ) ( 529,630 ) Gross profit 217,190 182,080 193,900 Selling, general and administrative expenses ( 121,970 ) ( 134,480 ) ( 102,530 ) Net loss on dispositions of assets ( 130 ) ( 1,290 ) ( 150 ) Impairment of goodwill and indefinite-lived intangible assets — ( 134,600 ) — Operating profit (loss) 95,090 ( 88,290 ) 91,220 Other expense, net: Interest expense ( 14,510 ) ( 14,660 ) ( 13,950 ) Debt financing and related expenses ( 10,520 ) — — Other income (expense), net ( 950 ) 240 990 Other expense, net ( 25,980 ) ( 14,420 ) ( 12,960 ) Income (loss) before income taxes 69,110 ( 102,710 ) 78,260 Income tax benefit (expense) ( 11,800 ) 22,950 ( 16,320 ) Income (loss) from continuing operations 57,310 ( 79,760 ) 61,940 Income from discontinued operations, net of income taxes — — 36,680 Net income (loss) $ 57,310 $ ( 79,760 ) $ 98,620 Basic earnings (loss) per share: Continuing operations $ 1.33 $ ( 1.83 ) $ 1.37 Discontinued operations — — 0.81 Net income (loss) per share $ 1.33 $ ( 1.83 ) $ 2.18 Weighted average common shares - basic 43,006,922 43,581,232 45,303,659 Diluted earnings (loss) per share: Continuing operations $ 1.32 $ ( 1.83 ) $ 1.36 Discontinued operations — — 0.80 Net income (loss) per share $ 1.32 $ ( 1.83 ) $ 2.16 Weighted average common shares - diluted 43,281,076 43,581,232 45,595,154 The accompanying notes are an integral part of these financial statements. 48 Table of Contents TriMas Corporation Consolidated Statement of Comprehensive Income (Dollars in thousands) Year ended December 31, 2021 2020 2019 Net income (loss) $ 57,310 $ ( 79,760 ) $ 98,620 Other comprehensive income (loss): Defined benefit plans (Note 18) 3,790 1,310 ( 1,470 ) Foreign currency translation ( 7,430 ) 6,880 10,290 Derivative instruments (Note 14) 9,490 ( 7,810 ) 3,300 Total other comprehensive income 5,850 380 12,120 Total comprehensive income (loss) $ 63,160 $ ( 79,380 ) $ 110,740 The accompanying notes are an integral part of these financial statements. 49 Table of Contents TriMas Corporation Consolidated Statement of Cash Flows (Dollars in thousands) Year ended December 31, 2021 2020 2019 Cash Flows from Operating Activities: Net income (loss) $ 57,310 $ ( 79,760 ) $ 98,620 Income from discontinued operations — — 36,680 Income (loss) from continuing operations 57,310 ( 79,760 ) 61,940 Adjustments to reconcile income from continuing operations to net cash provided by operating activities, net of acquisition impact: Impairment of goodwill and indefinite-lived intangible assets — 134,600 — Loss on dispositions of assets 130 1,290 150 Depreciation 31,890 29,020 24,870 Amortization of intangible assets 21,560 20,750 18,630 Amortization of debt issue costs 960 1,150 1,130 Deferred income taxes 1,680 ( 33,710 ) 2,100 Non-cash compensation expense 9,500 8,170 6,450 Debt financing and related expenses 10,520 — — Change in legacy liability estimate 1,450 23,400 — (Increase) decrease in receivables ( 11,180 ) 9,580 3,280 (Increase) decrease in inventories ( 960 ) 3,980 740 (Increase) decrease in prepaid expenses and other assets 5,030 4,400 ( 6,930 ) Increase (decrease) in accounts payable and accrued liabilities 2,120 4,490 ( 12,780 ) Other operating activities 4,210 50 ( 3,870 ) Net cash provided by operating activities of continuing operations 134,220 127,410 95,710 Net cash provided by (used for) operating activities of discontinued operations — — ( 20,110 ) Net cash provided by operating activities 134,220 127,410 75,600 Cash Flows from Investing Activities: Capital expenditures ( 45,060 ) ( 40,480 ) ( 29,670 ) Acquisition of businesses, net of cash acquired ( 34,340 ) ( 193,540 ) ( 67,090 ) Net proceeds from dispositions of businesses, property and equipment 220 1,950 128,080 Net cash provided by (used for) investing activities of continuing operations ( 79,180 ) ( 232,070 ) 31,320 Net cash used for investing activities of discontinued operations — — ( 2,240 ) Net cash provided by (used for) investing activities ( 79,180 ) ( 232,070 ) 29,080 Cash Flows from Financing Activities: Retirement of senior notes ( 300,000 ) — — Proceeds from issuance of senior notes 400,000 — — Proceeds from borrowings on revolving credit facilities — 367,280 189,060 Repayments of borrowings on revolving credit facilities ( 48,620 ) ( 319,120 ) ( 189,340 ) Debt financing fees and senior notes redemption premium ( 13,570 ) — — Payments to purchase common stock ( 19,090 ) ( 39,420 ) ( 36,740 ) Shares surrendered upon exercise and vesting of equity awards to cover taxes ( 5,230 ) ( 2,600 ) ( 3,340 ) Dividends paid ( 1,740 ) — — Net cash provided by (used for) financing activities of continuing operations 11,750 6,140 ( 40,360 ) Net cash provided by financing activities of discontinued operations — — — Net cash provided by (used for) financing activities 11,750 6,140 ( 40,360 ) Cash and Cash Equivalents: Increase (decrease) for the year 66,790 ( 98,520 ) 64,320 At beginning of year 73,950 172,470 108,150 At end of year $ 140,740 $ 73,950 $ 172,470 Supplemental disclosure of cash flow information: Cash paid for interest $ 13,280 $ 13,210 $ 12,430 Cash paid for income taxes $ 10,520 $ 9,060 $ 44,020 The accompanying notes are an integral part of these financial statements. 50 Table of Contents TriMas Corporation Consolidated Statement of Shareholders' Equity Years Ended December 31, 2021, 2020 and 2019 (Dollars in thousands) Common Stock Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Balances at December 31, 2018 $ 460 $ 816,500 $ ( 179,660 ) $ ( 16,850 ) $ 620,450 Net income — — 98,620 — 98,620 Other comprehensive income — — — 12,120 12,120 Purchase of common stock ( 10 ) ( 36,730 ) — — ( 36,740 ) Shares surrendered upon exercise and vesting of equity awards to cover taxes — ( 3,340 ) — — ( 3,340 ) Non-cash compensation expense — 6,450 — — 6,450 Impact of accounting standards adoption — — 1,190 ( 1,270 ) ( 80 ) Balances at December 31, 2019 $ 450 $ 782,880 $ ( 79,850 ) $ ( 6,000 ) $ 697,480 Net loss — — ( 79,760 ) — ( 79,760 ) Other comprehensive income — — — 380 380 Purchase of common stock ( 30 ) ( 39,390 ) — — ( 39,420 ) Shares surrendered upon exercise and vesting of equity awards to cover taxes — ( 2,600 ) — — ( 2,600 ) Non-cash compensation expense 10 8,160 — — 8,170 Balances at December 31, 2020 $ 430 $ 749,050 $ ( 159,610 ) $ ( 5,620 ) $ 584,250 Net income — — 57,310 — 57,310 Other comprehensive income — — — 5,850 5,850 Purchase of common stock — ( 19,090 ) — — ( 19,090 ) Shares surrendered upon exercise and vesting of equity awards to cover taxes — ( 5,230 ) — — ( 5,230 ) Non-cash compensation expense — 9,500 — — 9,500 Dividends declared — ( 1,740 ) — — ( 1,740 ) Balances at December 31, 2021 $ 430 $ 732,490 $ ( 102,300 ) $ 230 $ 630,850 The accompanying notes are an integral part of these financial statements. 51 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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”). While the full impact of the COVID-19 pandemic is unknown and cannot be reasonably estimated at this time, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are differences between these estimates and actual results, the Company's consolidated financial statements may be materially affected. 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 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. Summary of Significant Accounting Policies Principles of Consolidation. The accompanying consolidated financial statements include the accounts and transactions of TriMas and its subsidiaries. Intercompany transactions have been eliminated. Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and other intangibles, valuation allowances for receivables, inventories and deferred income tax assets, valuation of derivatives, estimated future unrecoverable lease costs, reserves for asbestos and ordinary course litigation, assets and obligations related to employee benefits and estimated unrecognized tax benefits. Actual results may differ from such estimates and assumptions. Cash and Cash Equivalents. The Company considers cash on hand and on deposit and investments in all highly liquid debt instruments with initial maturities of three months or less to be cash and cash equivalents. Cash and cash equivalents also includes restricted cash held on deposit with a financial institution as cash collateral for the Company's outstanding letters of credit. See Note 8, " Cash and Cash Equivalents ," for further details regarding the Company's cash and cash equivalents. Receivables. Receivables are presented net of allowances for doubtful accounts of approximately $ 1.6 million and $ 2.1 million at December 31, 2021 and 2020, respectively. The Company monitors its exposure for credit losses and maintains allowances for doubtful accounts based upon the Company's best estimate of probable losses inherent in the accounts receivable balances. The Company does not believe that significant credit risk exists due to its diverse customer base. 52 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Inventories. Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. Direct materials, direct labor and allocations of variable and fixed manufacturing-related overhead are included in inventory cost. Property and Equipment. Property and equipment additions, including significant improvements, are recorded at cost. Upon retirement or disposal of property and equipment, the cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the accompanying statement of operations. Repair and maintenance costs are charged to expense as incurred. Depreciation and Amortization. Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: building and land/building improvements three to 40 years, and machinery and equipment, three to 15 years. Capitalized debt issuance costs are amortized over the underlying terms of the related debt securities. Customer relationship intangibles are amortized over periods ranging from five to 25 years, while technology and other intangibles are amortized over periods ranging from one to 30 years. Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. The Company reviews, on at least a quarterly basis, the financial performance of its businesses for indicators of impairment. In reviewing for impairment indicators, the Company also considers events or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence, competitive activities and other economic factors. An impairment loss is recognized when the carrying value of an asset group exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value. Goodwill. The Company assesses goodwill for impairment on an annual basis (October 1 test date) by reviewing relevant qualitative and quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place. An impairment loss is recognized when the carrying value of a reporting unit's goodwill exceeds its fair value. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management to evaluate operating results. For purposes of the Company's 2021 goodwill impairment test, the Company had five reporting units, three of which had goodwill, within its three reportable segments. The Company begins its goodwill reviews by conducting a qualitative assessment, considering relevant events and circumstances that affect the fair value or carrying amount of a reporting unit. Such events and circumstances can include macroeconomic conditions, industry and market considerations, overall financial performance, entity and reporting unit specific events, and capital markets pricing. The Company considers the extent to which any identified adverse events and circumstances affect the comparison of a reporting unit's fair value with its carrying amount. The Company places more weight on the events and circumstances that most affect a reporting unit's fair value or the carrying amount of its net assets. The Company considers positive and mitigating events and circumstances that may affect its determination of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company also considers recent valuations of its reporting units, including the difference between the most recent fair value estimate and the carrying amount. Each of these factors is considered by management in reaching its conclusion about whether a quantitative goodwill impairment test is necessary to estimate the fair value of its reporting units. 53 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) If the Company concludes that conducting a quantitative assessment is required, it performs a quantitative goodwill impairment test. When conducting a quantitative goodwill impairment test, the Company determines the fair value of the reporting unit being evaluated utilizing a combination of three valuation techniques: discounted cash flow (income approach), market comparable method (market approach) and market capitalization (direct market data method). The income approach is based on management's operating plan and internal five-year forecast and utilizes forward-looking assumptions and projections, on a discounted basis, but considers factors unique to each reporting unit and related long-range plans that may not be comparable to other companies and that are not yet public. The market approach considers potentially comparable companies and transactions within the industries where the Company's reporting units participate, and applies their trading multiples to the financial projections of the Company's reporting units. This approach utilizes data from actual marketplace transactions, but reliance on its results is limited by difficulty in identifying companies that are specifically comparable to the Company's reporting units, considering the diversity of the Company's businesses, the relative sizes and levels of complexity. The Company also uses the direct market data method by comparing its book value and the estimates of fair value of the reporting units to the Company's market capitalization. Management uses this comparison as additional evidence of the fair value of the Company, as its market capitalization may be suppressed by other factors such as the control premium associated with a controlling shareholder, the Company's degree of leverage and the float of the Company's common stock. Management evaluates and weights the results based on a combination of the income and market approaches, and, in situations where the income approach results differ significantly from the market and direct data approaches, management re-evaluates and adjusts, if necessary, its assumptions. Based on the quantitative test, if it is determined that the carrying value of the reporting unit is higher than its fair value, goodwill is impaired and is written down to the fair value amount; however, the loss recognized will not exceed the total amount of goodwill allocated to the reporting unit. See Note 9, " Goodwill and Other Intangible Assets ," for further details regarding the Company's goodwill impairment testing. Indefinite-Lived Intangibles. The Company assesses indefinite-lived intangible assets (primarily trademark/trade names) for impairment on an annual basis (October 1 test date) by reviewing relevant qualitative and quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place. An impairment loss is recognized when the carrying value of the asset exceeds its fair value. In conducting a qualitative assessment, the Company considers relevant events and circumstances to determine whether it is more likely than not that the fair values of the indefinite-lived intangible assets are less than the carrying values. In addition to the events and circumstances that the Company considers above in its qualitative analysis for potential goodwill impairment, the Company also considers legal, regulatory and contractual factors that could affect the fair value or carrying amount of the Company's indefinite-lived intangible assets. The Company also considers recent valuations of its indefinite-lived intangible assets, including the difference between the most recent fair value estimates and the carrying amounts. These factors are all considered by management in reaching its conclusion about whether it is more likely than not that the fair values of the indefinite-lived intangible assets are less than the carrying values. If management concludes that further testing is required, the Company performs a quantitative valuation to estimate the fair value of its indefinite-lived intangible assets. In conducting the quantitative impairment analysis, the Company determines the fair value of its indefinite-lived intangible assets using the relief-from-royalty method. The relief-from-royalty method involves the estimation of appropriate market royalty rates for the indefinite-lived intangible assets and the application of these royalty rates to forecasted net sales attributable to the intangible assets. The resulting cash flows are then discounted to present value, using a rate appropriately reflecting the risks inherent in the cash flows, which then is compared to the carrying value of the assets. If the carrying value exceeds fair value, an impairment is recorded. See Note 9, " Goodwill and Other Intangible Assets ," for further details regarding the Company's indefinite-lived intangible asset impairment testing. 54 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) High Deductible Insurance. The Company generally has high deductible insurance programs for losses and liabilities related to workers' compensation, health and welfare claims and comprehensive general, product and vehicle liability. The Company is generally responsible for up to $ 0.8 million per occurrence under its retention program for workers' compensation, up to $ 1.5 million per occurrence under its retention programs for comprehensive general, product and vehicle liability, and has a $ 0.4 million per occurrence stop-loss limit with respect to its group medical plan. Total insurance limits under these retention programs vary by year for comprehensive general, product and vehicle liability and extend to the applicable statutory limits for workers' compensation. Reserves for claims losses, including an estimate of related litigation defense costs, are recorded based upon the Company's estimates of the aggregate liability for claims incurred using actuarial assumptions about future events. Changes in assumptions for factors such as medical costs and actual experience could cause these estimates to change. Pension Plans. The Company engages independent actuaries to compute the amounts of liabilities and expenses under defined benefit pension plans, subject to the assumptions that the Company determines are appropriate based on historical trends, current market rates and future projections. Assumptions used in the actuarial calculations could have a significant impact on plan obligations, and a lesser impact on current period expense. Annually, the Company reviews the actual experience compared to the significant assumptions used and makes adjustments to the assumptions, if warranted. Discount rates are based on an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based on actual historical returns and a review of other public company pension asset return data, modified for known changes in the market and any expected change in investment policy. See Note 18, “ Employee Benefit Plans ,” for further information. Asbestos-related Matters. The Company accrues loss reserves for asbestos-related matters based upon an estimate of the ultimate liability for claims incurred, whether reported or not, including an estimate of future settlement costs and costs to defend. The Company utilizes known facts and historical trends for Company-specific and general market asbestos-related activity, as well as an actuarial valuation in determining estimated required reserves which it believes are probable and reasonably estimable. Asbestos-related accruals are assessed at each balance sheet date to determine if the liability remains reasonably stated. Accruals for asbestos-related matters are included in the consolidated balance sheet in “Accrued liabilities” and “Other long-term liabilities.” See Note 17, “ Commitments and Contingencies ,” for further information. Revenue Recognition. Revenue is recognized when control of promised goods is transferred to customers, which generally occurs when products are shipped from the Company’s facilities to its customers. The amount of revenue recorded reflects the consideration the Company expects to be entitled to receive in exchange for transferring those goods. Net sales are comprised of gross revenues, based on observed stand-alone selling prices, less estimates of expected returns, trade discounts and customer allowances, which include incentives such as volume and other discounts in connection with various supply programs. Such deductions are estimated and recorded during the period the related revenue is recognized. The Company may adjust these estimates when the expected amount of consideration changes based on sales volumes or other contractual terms. Sales and other consumption taxes the Company collects from customers and remits to government agencies are excluded from revenue. The Company accounts for freight and shipping costs that occur after control of the related goods transfer to the customer as a fulfillment cost within cost of sales. The nature and timing of the Company's revenue transactions are similar, as substantially all revenue is based on point-in-time transactions with customers under industry-standard payment terms. The Company may require shortened payment terms, including cash-in-advance, on an individual customer basis depending on its assessment of the customer's credit worthiness. Cost of Sales. Cost of sales includes material, labor and overhead costs incurred in the manufacture of products sold in the period. Material costs include raw material, purchased components, outside processing and freight costs. Overhead costs consist of variable and fixed manufacturing costs, wages and fringe benefits, and purchasing, receiving and inspection costs. Selling, General and Administrative Expenses. Selling, general and administrative expenses include the following: costs related to the advertising, sale, marketing and distribution of the Company's products, amortization of customer intangible assets, costs of finance, human resources, legal functions, executive management costs and other administrative expenses. 55 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Income Taxes. The Company computes income taxes using the asset and liability method, whereby deferred income taxes using current enacted tax rates are provided for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities and for operating loss and tax credit carryforwards. The Company determines valuation allowances based on an assessment of positive and negative evidence on a jurisdiction-by-jurisdiction basis and records a valuation allowance to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. See Note 23, " Income Taxes ," for further information. Foreign Currency Translation. The financial statements of subsidiaries located outside of the United States are measured using the currency of the primary economic environment in which they operate as the functional currency. When translating into U.S. dollars, income and expense items are translated at average monthly exchange rates and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Adjustments resulting from translating the functional currency into U.S. dollars are deferred as a component of accumulated other comprehensive income (loss) ("AOCI") in the consolidated statement of shareholders' equity. The impact of net foreign currency transactions was an approximate loss of $ 0.9 million for the year ended December 31, 2021, and approximate gains of $ 0.6 million and $ 0.3 million for the years ended December 31, 2020 and 2019, respectively, and are included in other expense, net in the accompanying consolidated statement of operations. Derivative Financial Instruments. The Company records derivative financial instruments at fair value on the balance sheet as either assets or liabilities, and changes in their fair values are immediately recognized in earnings if the derivatives do not qualify as effective hedges. If a derivative is designated as a fair value hedge, then changes in the fair value of the derivative are offset against the changes in the fair value of the underlying hedged item. If a derivative is designated as a cash flow hedge, then the effective portion of the changes in the fair value of the derivative is recognized as a component of other comprehensive income until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable of occurring. If a derivative is designated as a net investment hedge, then the effective portion of the changes in the fair value of the derivative is recognized in other comprehensive income and will be subsequently reclassified to earnings when the hedged net investment is either sold or substantially liquidated. The Company formally documents hedging relationships for its derivative transactions and the underlying hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. See Note 14, " Derivative Instruments ," for further information. Fair Value of Financial Instruments. In accounting for and disclosing the fair value of financial instruments, the Company uses the following hierarchy: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs for the asset or liability. Valuation of the Company's interest rate swaps and cross-currency swaps are based on the income approach, which uses observable inputs such as interest rate yield curves and forward currency exchange rates, as applicable. The carrying value of financial instruments reported in the balance sheet for current assets and current liabilities approximates fair value due to the short maturity of these instruments. 56 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Business Combinations. The Company records assets acquired and liabilities assumed from acquisitions at fair value. The fair value of working capital accounts generally approximates book value. The valuation of inventory, property, plant and equipment, and intangible assets requires significant assumptions. Inventory is recorded at fair value based on the estimated selling price less costs to sell, including completion, disposal and holding period costs with a reasonable profit margin. Property and equipment is recorded at fair value using a combination of both the cost and market approaches for both the real and personal property acquired. Under the cost approach, consideration is given to the amount required to construct or purchase a new asset of equal value at current prices, with adjustments in value for physical deterioration, as well as functional and economic obsolescence. Under the market approach, recent transactions for similar types of assets are used as the basis for estimating fair value. For trademark/trade names and technology and other intangible assets, the estimated fair value is based on projected discounted future net cash flows using the relief-from-royalty method. For customer relationship intangible assets, the estimated fair value is based on projected discounted future cash flows using the excess earnings method. The relief-from-royalty and excess earnings method are both income approaches that utilize key assumptions such as forecasts of revenue and expenses over an extended period of time, royalty rate percentages, tax rates, and estimated costs of debt and equity capital to discount the projected cash flows. Stock-based Compensation. The Company recognizes compensation expense related to equity awards based on their fair values as of the grant date. For awards with only a service condition, expense is recognized ratably over the vesting period. Performance based equity awards may have targets tied to performance and/or market-based conditions. Market-based conditions are taken into consideration in determining the grant date fair value, and the related compensation expense is recognized regardless of whether the market condition is satisfied, provided the requisite service has been provided. For performance condition components, the Company periodically updates the probability that the performance conditions will be achieved and adjusts expense accordingly, reflecting the change from prior estimate, if any, in current period non-cash stock compensation expense. The disclosed number of awards granted considers only the targeted number of units until such time that the performance condition has been satisfied. If the performance conditions are not achieved, no award is earned. See Note 19, “ Equity Awards ,” for further information. Other Comprehensive Income (Loss). The Company refers to other comprehensive income (loss) as revenues, expenses, gains and losses that under accounting principles generally accepted in the United States of America are included in comprehensive income (loss) but are excluded from net earnings as these amounts are recorded directly as an adjustment to stockholders' equity. Other comprehensive income (loss) is comprised of foreign currency translation adjustments, amortization of prior service costs and unrecognized gains and losses in actuarial assumptions for pension and postretirement plans and changes in unrealized gains and losses on derivative instruments. 57 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. Acquisitions 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. 2020 Acquisitions On December 15, 2020, the Company acquired Affaba & Ferrari Srl ("Affaba & Ferrari"), which specializes in the design, development and manufacture of precision caps and closures for food & beverage and industrial product applications, for an aggregate amount of approximately $ 98.4 million, net of cash acquired. The fair value of assets acquired and liabilities assumed included approximately $ 49.1 million of goodwill, $ 35.1 million of intangible assets, $ 9.4 million of net working capital, $ 17.4 million of property and equipment, and $ 12.6 million of net deferred tax liabilities. Affaba & Ferrari, which is reported in the Company's Packaging segment, operates out of a highly automated manufacturing facility and support office located in Borgo San Giovanni, Italy and historically generated approximately $ 34 million in annual revenue. On April 17, 2020, the Company acquired the Rapak® brand, including certain bag-in-box product lines and assets ("Rapak") for an aggregate amount of approximately $ 11.4 million. Rapak, which is reported in the Company's Packaging segment, has manufacturing locations in Indiana, California and Illinois, and historically generated approximately $ 30 million in annual revenue. On February 27, 2020, the Company acquired RSA Engineered Products ("RSA"), a manufacturer of complex, highly-engineered and proprietary ducting, connectors and related products for air management systems used in aerospace and defense applications, for an aggregate amount of approximately $ 83.7 million, net of cash acquired. The fair value of assets acquired and liabilities assumed included approximately $ 43.3 million of goodwill, $ 36.9 million of intangible assets, $ 10.1 million of net working capital, $ 2.1 million of property and equipment, and $ 8.7 million of net deferred tax liabilities. RSA, which is reported in the Company's Aerospace segment, is located in Simi Valley, California and historically generated approximately $ 30 million in annual revenue. 2019 Acquisitions In April 2019, the Company acquired Taplast S.p.A. ("Taplast"), a designer and manufacturer of dispensers, closures and containers for the beauty and personal care, household, and food and beverage packaging end markets, for an aggregate amount of approximately $ 44.7 million, net of cash acquired. With manufacturing locations in both Italy and Slovakia, Taplast serves end markets in Europe and North America and historically generated approximately $ 32 million in annual revenue. Taplast is reported in the Company's Packaging segment. In January 2019, the Company acquired Plastic Srl, a manufacturer of single-bodied and assembled polymeric caps and closures for use in home care products, for an aggregate amount of approximately $ 22.4 million, net of cash acquired. Located in Italy, Plastic Srl serves the home care market throughout Italy and other European countries and historically generated approximately $ 12 million in annual revenue. Plastic Srl is reported in the Company's Packaging segment. 5. Discontinued Operations On December 20, 2019, the Company completed the sale of its Lamons division ("Lamons") to two wholly-owned subsidiaries of an investment fund sponsored by First Reserve, pursuant to an Asset and Stock Purchase Agreement dated as of November 1, 2019 (the “Purchase Agreement”), for a purchase price of $ 136.8 million. 58 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company recognized net cash proceeds of approximately $ 112.7 million, which represented the purchase price, less estimated tax payments of approximately $ 20.9 million, transaction costs of approximately $ 3.2 million. The Company recorded a pre-tax gain on sale of approximately $ 38.9 million, which includes the recognition of previously deferred non-cash foreign currency translation losses of approximately $ 12.4 million. The Company determined that Lamons met the criteria to be classified as a discontinued operation. As a result, the historical results for Lamons are reported in the accompanying consolidated statement of operations as a discontinued operation. Results of discontinued operations are summarized as follows (dollars in thousands): Year ended December 31, 2019 Net sales $ 182,590 Cost of sales ( 138,100 ) Gross profit 44,490 Selling, general and administrative expenses ( 32,920 ) Net gain on dispositions of assets 38,900 Operating profit 50,470 Other income (expense), net ( 30 ) Other expense, net ( 30 ) Income from discontinued operations, before income taxes 50,440 Income tax expense ( 13,760 ) Income from discontinued operations, net of tax $ 36,680 6. Realignment Actions 2021 Realignment Actions During 2021, the Company executed certain realignment actions in response to reductions in current and expected future end market demand. First, the Company closed its Packaging segment's Union City, California manufacturing facility, consolidating the operation into its Indianapolis, Indiana and Woodridge, Illinois facilities. The Company also realigned its Aerospace segment footprint, consolidating certain activities previously in its Stanton, California facilities into its Tolleson, Arizona facility. In addition, the Company also reorganized its corporate office legal and finance groups. The Company recorded pre-tax realignment charges of approximately $ 9.7 million, of which approximately $ 3.5 million related to facility consolidations and approximately $ 6.2 million were for employee separation costs. As of December 31, 2021, approximately $ 2.4 million of the employee separation costs had been paid. During 2021, approximately $ 4.1 million of these charges were included in cost of sales and approximately $ 5.6 million were included in selling, general and administrative expenses, respectively, in the accompanying consolidated statement of operations. 2020 Realignment Actions During 2020, the Company executed certain realignment actions, primarily in its Aerospace and Specialty Products segments, in response to reductions in current and expected future end-market demand. The Company recorded non-cash charges of approximately $ 13.8 million related to inventory reductions, primarily as a result of a strategic decision in its Arrow Engine division to narrow its product line focus. The Company also recorded non-cash charges of approximately $ 2.3 million related to certain production equipment removed from service given reduced demand levels. In addition, the Company reduced its employment levels given lower customer demand, incurring approximately $ 3.8 million in severance charges, of which approximately $ 3.7 million was paid by December 31, 2020. During 2020, approximately $ 17.1 million of these charges were included in cost of sales and approximately $ 2.8 million were included in selling, general and administrative expenses in the accompanying consolidated statement of operations. 59 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. Revenue The following table presents the Company’s disaggregated net sales by primary market served (dollars in thousands): Year ended December 31, Customer End Markets 2021 2020 2019 Consumer Products $ 424,320 $ 402,080 $ 307,640 Aerospace & Defense 183,340 167,740 194,110 Industrial 249,450 200,150 221,780 Total net sales $ 857,110 $ 769,970 $ 723,530 The Company’s Packaging segment earns revenues from the consumer products (comprised of the beauty and personal care, home care, food and beverage, pharmaceutical and nutraceutical submarkets) and industrial markets. The Aerospace segment earns revenues from the aerospace & defense market (comprised of commercial, regional and business jet and military submarkets). The Specialty Products segment earns revenues from a variety of submarkets within the industrial market. 8. Cash and Cash Equivalents Cash and cash equivalents consists of the following components (dollars in thousands): December 31, 2021 December 31, 2020 Cash and cash equivalents - unrestricted $ 129,790 $ 62,790 Cash - restricted (a) 10,950 11,160 Total cash and cash equivalents $ 140,740 $ 73,950 __________________________ (a) Includes cash placed on deposit with a financial institution to be held as cash collateral for the Company's outstanding letters of credit. 9. Goodwill and Other Intangible Assets Goodwill The Company performed a qualitative assessment as part of its 2021, 2020 and 2019 annual impairment tests (October 1 annual test date) for all reporting units, which included a review of the Company’s market capitalization. Based on results of the qualitative assessments for the 2021, 2020 and 2019 annual impairment tests, the Company determined there were no indications that the fair value of a reporting unit was less than its carrying amount; therefore, the Company determined that quantitative goodwill impairment tests were not required. During the third quarter of 2020, as a result of a decline in its aerospace-related business' financial results, a significant reduction in its financial projections for the remainder of 2020 compared with prior projections, and uncertainty around the duration and magnitude of the impact of the COVID-19 pandemic on future financial results given their dependence on future levels of air travel and new aircraft builds, the Company determined there was a triggering event requiring an interim quantitative goodwill impairment assessment of each of its two aerospace-related reporting units: Aerospace Fasteners and Aerospace Engineered Products. Upon completion of the quantitative goodwill impairment tests, the Company determined that the carrying values of the Aerospace Fasteners and Aerospace Engineered Products reporting units exceeded their fair values, resulting in goodwill impairment charges of approximately $ 70.8 million in its Aerospace Fasteners reporting unit and approximately $ 56.0 million in its Aerospace Engineered Products reporting unit. In the first quarter of 2020, the Company began reporting its machined components operations within the Aerospace segment. These operations were previously reported in the Company's Specialty Products segment. As a result of the reporting structure change, goodwill of approximately $ 12.7 million was reassigned from the Specialty Products segment to the Aerospace segment. 60 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows (dollars in thousands): Specialty Packaging Aerospace Products Total Balance, December 31, 2019 $ 181,650 $ 133,690 $ 19,300 $ 334,640 Goodwill from acquisitions 49,130 43,260 — 92,390 Goodwill reassigned in segment realignment — 12,740 ( 12,740 ) — Impairment charge — ( 126,840 ) — ( 126,840 ) Foreign currency translation and other 3,780 — — 3,780 Balance, December 31, 2020 $ 234,560 $ 62,850 $ 6,560 $ 303,970 Goodwill from acquisitions 10,550 7,220 — 17,770 Foreign currency translation and other ( 6,370 ) 120 — ( 6,250 ) Balance, December 31, 2021 $ 238,740 $ 70,190 $ 6,560 $ 315,490 Other Intangible Assets For the purposes of the Company's 2021, 2020 and 2019 annual indefinite-lived intangible asset impairment tests (as of October 1), the Company performed a qualitative assessment to determine whether it was more likely than not that the fair values of the indefinite-lived intangible assets were less than the carrying values. Based on the qualitative assessment performed, the Company did not believe that it is more likely than not that the fair values of each of its indefinite-lived intangible assets were less than the carrying values; therefore, a fair value calculation of the indefinite-lived intangible assets was not required for the 2021, 2020 and 2019 annual indefinite-lived intangible asset impairment tests. During the third quarter of 2020, as a result of the significant forecast reduction in the Company's aerospace-related businesses, the Company also performed an interim quantitative assessment for the indefinite-lived intangible assets within the Aerospace segment, using the relief-from-royalty method. Significant management assumptions used under the relief-from-royalty method reflected the Company's current assessment of the risks and uncertainties associated with the aerospace industry. Upon completion of the quantitative impairment test, the Company determined that certain of the Company's aerospace-related trade names had carrying values that exceeded their fair values, and therefore recorded impairment charges of approximately $ 7.8 million. 61 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The gross carrying amounts and accumulated amortization of the Company's other intangibles as of December 31, 2021 and 2020 are summarized below (dollars in thousands): As of December 31, 2021 As of December 31, 2020 Intangible Category by Useful Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Finite-lived intangible assets: Customer relationships, 5 - 12 years $ 124,310 $ ( 71,150 ) $ 122,970 $ ( 59,470 ) Customer relationships, 15 - 25 years 130,190 ( 68,190 ) 122,280 ( 62,450 ) Total customer relationships 254,500 ( 139,340 ) 245,250 ( 121,920 ) Technology and other, 1 - 15 years 57,060 ( 36,140 ) 57,180 ( 32,800 ) Technology and other, 17 - 30 years 43,300 ( 39,920 ) 43,300 ( 39,450 ) Total technology and other 100,360 ( 76,060 ) 100,480 ( 72,250 ) Indefinite-lived intangible assets: Trademark/Trade names 57,270 — 54,640 — Total other intangible assets $ 412,130 $ ( 215,400 ) $ 400,370 $ ( 194,170 ) Amortization expense related to intangible assets as included in the accompanying consolidated statement of operations is summarized as follows (dollars in thousands): Year ended December 31, 2021 2020 2019 Technology and other, included in cost of sales $ 3,820 $ 4,930 $ 4,780 Customer relationships, included in selling, general and administrative expenses 17,740 15,820 13,850 Total amortization expense $ 21,560 $ 20,750 $ 18,630 Estimated amortization expense for the next five fiscal years beginning after December 31, 2021 is as follows (dollars in thousands): Year ended December 31, Estimated Amortization Expense 2022 $ 19,100 2023 $ 17,200 2024 $ 15,700 2025 $ 15,350 2026 $ 13,630 62 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10. Inventories Inventories consist of the following components (dollars in thousands): December 31, 2021 December 31, 2020 Finished goods $ 74,600 $ 78,010 Work in process 28,790 29,680 Raw materials 49,060 41,690 Total inventories $ 152,450 $ 149,380 11. Property and Equipment, Net Property and equipment consists of the following components (dollars in thousands): December 31, 2021 December 31, 2020 Land and land improvements $ 19,630 $ 20,040 Building and building improvements 93,170 91,970 Machinery and equipment 422,500 384,010 535,300 496,020 Less: Accumulated depreciation 269,670 242,960 Property and equipment, net $ 265,630 $ 253,060 Depreciation expense as included in the accompanying consolidated statement of operations is as follows (dollars in thousands): Year ended December 31, 2021 2020 2019 Depreciation expense, included in cost of sales $ 30,770 $ 27,920 $ 23,700 Depreciation expense, included in selling, general and administrative expense 1,120 1,100 1,170 Total depreciation expense $ 31,890 $ 29,020 $ 24,870 12. Accrued Liabilities Accrued liabilities consist of the following components (dollars in thousands): December 31, 2021 December 31, 2020 Accrued payroll $ 24,960 $ 23,140 High deductible insurance 5,000 4,980 Other 29,020 32,420 Total accrued liabilities $ 58,980 $ 60,540 63 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 13. Long-term Debt The Company's long-term debt consists of the following (dollars in thousands): December 31, 2021 December 31, 2020 4.125% Senior Notes due April 2029 $ 400,000 $ — 4.875% Senior Notes due October 2025 — 300,000 Credit Agreement — 50,450 Debt issuance costs ( 6,180 ) ( 4,160 ) Long-term debt, net $ 393,820 $ 346,290 Senior Notes due 2029 In March 2021, the Company issued $ 400.0 million aggregate principal amount of 4.125 % senior notes outstanding 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 $ 1.1 million related to amending its existing credit agreement. In connection with the issuance, the Company completed the redemption of its outstanding 4.875 % senior notes due October 15, 2025 ("2025 Senior Notes"), paying $ 300.0 million to retire the outstanding principal amount plus $ 7.3 million as a redemption premium. The remaining cash proceeds from the 2029 Senior Notes were used for general corporate purposes, including repaying all outstanding revolving credit facility borrowings. The $ 5.1 million of fees and expenses related to the 2029 Senior Notes were capitalized as debt issuance costs, while the $ 7.3 million redemption premium, as well as approximately $ 3.0 million of unamortized debt issuance costs associated with the 2025 Senior Notes, were included in debt financing and related expenses in the accompanying consolidated statement of operations. 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, commencing on October 15, 2021. The payment of principal and interest is jointly and severally guaranteed, on a senior unsecured basis, by certain subsidiaries of the Company. 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. 64 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 $ 1.1 million related to the amendment, all of which was capitalized as debt issuance costs. The Company also recorded approximately $ 0.2 million of non-cash expense related to the write-off of previously capitalized deferred financing fees. Below is a summary of key terms under the Credit Agreement as of December 31, 2021, compared to the key terms prior to the amendment (showing gross availability): Instrument Amount ($ in millions) Maturity Date Interest Rate Credit Agreement (as amended) Senior secured revolving credit facility $ 300.0 3/29/2026 LIBOR (a) plus 1.500 % (b) Credit Agreement (prior to amending) Senior secured revolving credit facility $ 300.0 9/20/2022 LIBOR (a) plus 1.500 % (b) __________________________ (a) London Interbank Offered Rate ("LIBOR") (b) 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 December 31, 2021 and December 31, 2020, the Company had no letters of credit issued against its revolving credit facility. See Note 8, " Cash and Cash Equivalents ," for further information on its cash deposits. At December 31, 2021, the Company had no amounts outstanding under its revolving credit facility and had $ 300.0 million potentially available. At December 31, 2020, the Company had $ 50.5 million amounts outstanding under its revolving credit facility and had $ 249.5 million potentially available. The Company's borrowing capacity was not reduced by leverage restrictions contained in the Credit Agreement as of December 31, 2021 and December 31, 2020. The Company previously drew $ 150 million on its revolving credit facility in March 2020 to defend against potential uncertainty or liquidity issues in the financial markets as a result of the COVID-19 pandemic, but repaid this amount during second quarter 2020. 65 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 to, subject to certain exceptions and limitations, 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 any 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 December 31, 2021, the Company was in compliance with the financial covenants contained in the Credit Agreement. 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. 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 are no borrowings outstanding on this loan facility as of December 31, 2021. Long-term Debt Maturities Future maturities of the face value of long-term debt at December 31, 2021 are as follows (dollars in thousands): Year Ending December 31: Future Maturities 2022 $ — 2023 — 2024 — 2025 — 2026 — Thereafter 400,000 Total $ 400,000 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): December 31, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value 4.125% Senior Notes due April 2029 $ 400,000 $ 399,000 $ — $ — 4.875% Senior Notes due October 2025 — — 300,000 305,630 Revolving credit facility — — 50,450 50,450 66 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Debt Issuance Costs The Company's unamortized debt issuance costs approximated $ 6.2 million and $ 4.2 million at December 31, 2021 and 2020, respectively, and are included as a direct reduction from the related debt liability in the accompanying consolidated balance sheet. These amounts consisted primarily of legal, accounting and other transaction advisory fees as well as facility fees paid to the lenders. Amortization expense for these items was approximately $ 1.0 million, $ 1.2 million and $ 1.1 million in 2021, 2020 and 2019, respectively, and is included in interest expense in the accompanying consolidated statement of operations. 14. 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 December 31, 2021, 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 a fixed rate ranging from approximately 0.8 % to 2.9 % of the notional amounts. As of December 31, 2021 and 2020, 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 December 31, 2021 December 31, 2020 Net Investment Hedges Cross-currency swaps Other assets $ 7,590 $ — Cross-currency swaps Other long-term liabilities — ( 5,000 ) The following table summarizes the income (loss) recognized in AOCI on derivative contracts designated as hedging instruments as of December 31, 2021 and 2020, and the amounts reclassified from AOCI into earnings for the years ended December 31, 2021, 2020 and 2019 (dollars in thousands): Amount of Income (Loss) Recognized in AOCI on Derivative (Effective Portion, net of tax) Location of Loss Reclassified from AOCI into Earnings (Effective Portion) Amount of Loss Reclassified from AOCI into Earnings As of December 31, Year ended December 31, 2021 2020 2021 2020 2019 Net Investment Hedges Cross-currency swaps $ 5,910 $ ( 3,580 ) Other expense, net $ — $ — $ — Over the next 12 months, the Company does no t expect to reclassify any pre-tax deferred amounts from AOCI into earnings. Derivatives Not Designated as Hedging Instruments As of December 31, 2021, the Company was party to foreign currency exchange forward contracts to economically hedge changes in foreign currency rates with notional amounts of approximately $ 131.8 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 hedging instruments; therefore, gains and losses on these contracts are recognized each period directly into the consolidated statement of operations. 67 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes the effects of derivatives not designated as hedging instruments on the Company's consolidated statement of operations (dollars in thousands): Amount of Income (Loss) Recognized in Earnings on Derivatives Year ended December 31, Location of Income (Loss) Recognized in Earnings on Derivatives 2021 2020 2019 Derivatives not designated as hedging instruments Foreign exchange contracts Other income (expense), net $ 7,130 $ ( 470 ) $ ( 600 ) Fair Value of Derivatives The fair value of the Company's derivative instruments 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 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 December 31, 2021 and 2020 are as follows (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) December 31, 2021 Cross-currency swaps Recurring $ 7,590 $ — $ 7,590 $ — Foreign exchange contracts Recurring $ ( 110 ) $ — $ ( 110 ) $ — December 31, 2020 Cross-currency swaps Recurring $ ( 5,000 ) $ — $ ( 5,000 ) $ — Foreign exchange contracts Recurring $ 140 $ — $ 140 $ — 15. Leases The Company leases certain equipment and facilities under non-cancelable operating leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet; expense related to these leases is recognized on a straight-line basis over the lease term. The components of lease expense are as follows (dollars in thousands): Year ended December 31, 2021 2020 2019 Operating lease cost $ 8,510 7,870 6,380 Short-term, variable and other lease costs 2,460 1,540 1,140 Total lease cost $ 10,970 $ 9,410 $ 7,520 68 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Maturities of lease liabilities are as follows (dollars in thousands): Year ended December 31, Operating Leases (a) 2022 $ 8,500 2023 8,870 2024 7,990 2025 6,670 2026 6,540 Thereafter 18,930 Total lease payments 57,500 Less: Imputed interest ( 5,600 ) Present value of lease liabilities $ 51,900 __________________________ (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 term of the Company's operating leases as of December 31, 2021 is approximately 7.5 years. The weighted-average discount rate as of December 31, 2021 is approximately 3.8 %. Cash paid for amounts included in the measurement of operating lease liabilities was approximately $ 7.9 million, $ 7.9 million and $ 6.4 million during 2021, 2020 and 2019 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 $ 19.6 million and $ 14.0 million during 2021 and 2020, respectively. 16. Other Long-term Liabilities Other long-term liabilities consist of the following components (dollars in thousands): December 31, 2021 December 31, 2020 Non-current asbestos-related liabilities $ 25,210 $ 26,170 Other long-term liabilities 33,820 43,520 Total other long-term liabilities $ 59,030 $ 69,690 17. Commitments and Contingencies Environmental The Company is subject to increasingly stringent environmental laws and regulations, including those relating to air emissions, wastewater discharges and chemical and hazardous waste management and disposal. Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners' or operators' releases of hazardous or toxic substances or wastes. Other environmental laws and regulations require the obtainment and compliance with environmental permits. To date, costs of complying with environmental, health and safety requirements have not been material. However, the nature of the Company's operations and the long history of industrial activities at certain of the Company's current or former facilities, as well as those acquired, could potentially result in material environmental liabilities. While the Company must comply with existing and pending climate change legislation, regulation and international treaties or accords, current laws and regulations have not had a material impact on the Company's business, capital expenditures or financial position. Future events, including those relating to climate change or greenhouse gas regulation, could require the Company to incur expenses related to the modification or curtailment of operations, installation of pollution control equipment or investigation and cleanup of contaminated sites. 69 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Asbestos As of December 31, 2021, the Company was a party to 389 pending cases involving an aggregate of 4,754 claimants primarily alleging personal injury from exposure to asbestos containing materials formerly used in gaskets (both encapsulated and otherwise) manufactured or distributed by Lamons 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 Fiscal year ended December 31, 2021 4,655 265 134 32 4,754 $ 16,819 $ 1,950,000 Fiscal year ended December 31, 2020 4,759 219 287 36 4,655 $ 18,314 $ 2,130,000 Fiscal year ended December 31, 2019 4,820 143 172 32 4,759 $ 16,616 $ 2,250,000 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 the 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 4,754 claims pending at December 31, 2021, 27 set forth specific amounts of damages (other than those stating the statutory minimum or maximum). At December 31, 2021, of the 27 claims that set forth specific amounts, there was one claim 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 (in millions) $0.0 to $0.6 $0.6 to $5.0 $5.0+ Number of claims — 2 25 Relatively few of the claims have reached the discovery stage and even fewer claims have gone past the discovery stage. Total settlement costs (exclusive of defense costs) for all such cases, some of which were filed over 25 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. 70 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) There has been significant volatility in the historical number of claim filings and costs to defend, with previous claim counts and spend levels much higher than current levels. Management believes this volatility was associated more with tort reform, plaintiff practices and state-specific legal dockets than the Company’s underlying asbestos-related exposures. From 2017 to 2019, however, the number of new claim filings, and costs to defend, had become much more consistent. The higher degree of consistency in census data and spend levels, as well as lower claim activity levels and an evolving defense strategy, has allowed the Company to more effectively and efficiently manage claims, making process or local counsel arrangement improvements where possible. Given the consistency of activity over a multi-year period, the Company believes a trend may have formed where it could be possible to reasonably estimate its future cash exposure for all asbestos-related activity with an adequate level of precision. As such, the Company commissioned an actuary to help evaluate the nature and predictability of its asbestos-related costs, and provide an actuarial range of estimates of future exposures. Based upon its review of the actuarial study, which was completed in June 2020 using data as of December 31, 2019 and which projected spend levels through a terminal year of 2064, the Company affirmed its belief that it now has the ability to reasonably estimate its future asbestos-related exposures for pending as well as unknown future claims. During the second quarter of 2020, the Company elected to change its method of accounting for asbestos-related defense costs from accruing for probable and reasonably estimable defense costs associated with known claims expected to settle to accrue for all future defense costs for both known and unknown claims, which the Company now believes are reasonably estimable. The Company believes this change is preferable, as asbestos-related defense costs represent expenditures related to legacy activities that do not contribute to current or future revenue generating activities, and recording an estimate of the full liability for asbestos-related costs, where estimable with reasonable precision, provides a more complete assessment of the liability associated with resolving asbestos-related claims. This accounting change was reflected as a change in accounting estimate effected by a change in accounting principle. Following the change in accounting estimate, the Company’s liability for asbestos-related claims will be based on a study from the Company’s third-party actuary, the Company's review of the study, as well as the Company’s own review of asbestos claims and claim resolution activity. After completing its study in the second quarter of 2020, the Company recorded a non-cash, pre-tax charge of $ 23.4 million, which is included in selling, general and administrative expenses in the accompanying consolidated statement of operations. In 2021, the Company commissioned its actuary to update the asbestos 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. This charge is included in selling, general and administrative expenses in the accompanying consolidated statement of operations. As of December 31, 2021, the Company’s total asbestos-related liability is $ 27.6 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. 71 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 18. Employee Benefit Plans Pension and Profit-Sharing Benefits The Company provides a defined contribution profit sharing plan for the benefit of substantially all the Company's domestic salaried and non-union hourly employees. The plan contains both contributory and noncontributory profit sharing arrangements, as defined. Aggregate charges included in the accompanying consolidated statement of operations under this plan for both continuing and discontinued operations were approximately $ 3.4 million in both 2021 and 2020 and $ 4.6 million in 2019. Certain of the Company's non-U.S. and union hourly employees participate in defined benefit pension plans. Plan Assets, Expenses and Obligations Net periodic pension benefit expense recorded in the Company's consolidated statement of operations for defined benefit pension plans include the following components (dollars in thousands): Pension Benefit 2021 2020 2019 Service cost $ 1,280 $ 1,230 $ 1,050 Interest cost 800 930 1,070 Expected return on plan assets ( 1,530 ) ( 1,450 ) ( 1,400 ) Amortization of net loss 910 890 580 Net periodic benefit expense $ 1,460 $ 1,600 $ 1,300 The service cost component of net periodic benefit expense is recorded in cost of goods sold and selling, general and administrative expenses, while non-service cost components are recorded in other expense, net in the accompanying consolidated statement of operations. Actuarial valuations of the Company's defined benefit pension plans were prepared as of December 31, 2021, 2020 and 2019. Weighted average assumptions used in accounting for the U.S. defined benefit pension plans are as follows: Pension Benefit 2021 2020 2019 Discount rate for obligations 3.06 % 2.79 % 3.41 % Discount rate for benefit costs 2.79 % 3.41 % 4.50 % Rate of increase in compensation levels N/A N/A N/A Expected long-term rate of return on plan assets 6.13 % 6.13 % 7.13 % The Company utilizes a high-quality (Aa or greater) corporate bond yield curve as the basis for its domestic discount rate for its pension benefit plans. Management believes this yield curve removes the impact of including additional required corporate bond yields (potentially considered in the above-median curve) resulting from the uncertain economic climate that does not necessarily reflect the general trend in high-quality interest rates. Weighted average assumptions used in accounting for the non-U.S. defined benefit pension plans are as follows: Pension Benefit 2021 2020 2019 Discount rate for obligations 2.10 % 1.50 % 2.10 % Discount rate for benefit costs 1.50 % 2.10 % 3.00 % Rate of increase in compensation levels 3.30 % 2.80 % 3.00 % Expected long-term rate of return on plan assets 3.90 % 4.10 % 4.60 % 72 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following provides a reconciliation of the changes in the Company's defined benefit pension plans' projected benefit obligations and fair value of assets for each of the years ended December 31, 2021 and 2020 and the funded status as of December 31, 2021 and 2020 (dollars in thousands): Pension Benefit 2021 2020 Changes in Projected Benefit Obligations Benefit obligations at January 1 $ ( 40,830 ) $ ( 36,580 ) Service cost ( 1,280 ) ( 1,230 ) Interest cost ( 800 ) ( 930 ) Participant contributions ( 50 ) ( 60 ) Actuarial gain (loss) (a) 3,290 ( 2,420 ) Benefit payments 1,840 1,140 Change in foreign currency 270 ( 750 ) Projected benefit obligations at December 31 $ ( 37,560 ) $ ( 40,830 ) Changes in Plan Assets Fair value of plan assets at January 1 $ 36,060 $ 30,260 Actual return on plan assets 2,060 4,780 Employer contributions 2,050 1,140 Participant contributions 50 60 Benefit payments ( 1,840 ) ( 1,140 ) Change in foreign currency ( 250 ) 960 Fair value of plan assets at December 31 $ 38,130 $ 36,060 Funded status at December 31 $ 570 $ ( 4,770 ) __________________________ (a) The actuarial gain for the year ended December 31, 2021 was primarily due to an increase in the discount rate utilized in measuring the projected benefit obligations as well as other assumptions and experience gains. The actuarial loss for the year ended December 31, 2020 was primarily due to a decrease in the discount rate utilized in measuring the projected benefit obligations, partially offset by other assumptions and experience gains. Pension Benefit 2021 2020 Amounts Recognized in Balance Sheet Other assets $ 7,740 $ 4,470 Current liabilities ( 300 ) ( 340 ) Noncurrent liabilities ( 6,870 ) ( 8,900 ) Net asset (liability) recognized at December 31 $ 570 $ ( 4,770 ) Pension Benefit 2021 2020 Amounts Recognized in Accumulated Other Comprehensive Loss Unrecognized prior service cost $ 310 $ 170 Unrecognized net loss 6,550 11,470 Total accumulated other comprehensive loss recognized at December 31 $ 6,860 $ 11,640 73 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accumulated Benefit Obligations Projected Benefit Obligations 2021 2020 2021 2020 Benefit Obligations at December 31, Total benefit obligations $ ( 35,970 ) $ ( 38,410 ) $ ( 37,560 ) $ ( 40,830 ) Plans with benefit obligations exceeding plan assets Benefit obligations $ ( 16,630 ) $ ( 16,820 ) $ ( 16,780 ) $ ( 16,940 ) Plan assets $ 9,610 $ 7,700 $ 9,610 $ 7,700 The assumptions regarding discount rates and expected return on plan assets can have a significant impact on amounts reported for benefit plans. A 25 basis point change in benefit obligation discount rates or 50 basis point change in expected return on plan assets would have the following effect (dollars in thousands): Pension Benefit December 31, 2021 Benefit Obligation 2021 Expense Discount rate 25 basis point increase $ ( 1,570 ) $ ( 50 ) 25 basis point decrease $ 1,670 $ 50 Expected return on assets 50 basis point increase N/A $ ( 190 ) 50 basis point decrease N/A $ 190 The Company expects to make contributions of approximately $ 1.6 million to fund its pension plans during 2022. Plan Assets The Company's overall investment goal is to provide for capital growth with a moderate level of volatility by investing assets in targeted allocation ranges. Specific long term investment goals include total investment return, diversity to reduce volatility and risk, and to achieve an asset allocation profile that reflects the general nature and sensitivity of the plans' liabilities. Investment goals are established after a comprehensive review of current and projected financial statement requirements, plan assets and liability structure, market returns and risks as well as special requirements of the plans. The Company reviews investment goals and actual results annually to determine whether stated objectives are still relevant and the continued feasibility of achieving the objectives. The actual weighted average asset allocation of the Company's domestic and foreign pension plans' assets at December 31, 2021 and 2020 and target allocations by class, were as follows: Domestic Pension Foreign Pension Actual Actual Target 2021 2020 Target 2021 2020 Equity securities 60 % 62 % 67 % 33 % 34 % 33 % Fixed income 36 % 37 % 32 % 45 % 44 % 44 % Diversified growth (a) — % — % — % 22 % 22 % 22 % Cash and other 4 % 1 % 1 % — — % 1 % Total 100 % 100 % 100 % 100 % 100 % 100 % ________________________________________ (a) Diversified growth funds invest in a broad range of asset classes including equities, investment grade and high yield bonds, commodities, property, private equity, infrastructure and currencies. 74 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Actual allocations to each asset vary from target allocations due to periodic investment strategy changes, market value fluctuations and the timing of benefit payments and contributions. The expected long-term rate of return for both the domestic and foreign plans' total assets is based on the expected return of each of the above categories, weighted based on the target allocation for each class. Actual allocation is reviewed regularly and investments are rebalanced to their targeted allocation range when deemed appropriate. In managing the plan assets, the Company reviews and manages risk associated with the funded status risk, interest rate risk, market risk, liquidity risk and operational risk. Investment policies reflect the unique circumstances of the respective plans and include requirements designed to mitigate these risks by including quality and diversification standards. The following table summarizes the level under the fair value hierarchy (see Note 3, " Summary of Significant Accounting Policies ") that the Company's pension plan assets are measured, on a recurring basis as of December 31, 2021 (dollars in thousands): Total Level 1 Level 2 Level 3 Plan assets subject to leveling Investment funds Equity securities $ 5,970 $ 5,970 $ — $ — Fixed income 3,510 3,510 — — Cash and cash equivalents 70 70 — — Plan assets measured at net asset value (a) Investment funds Equity securities 9,540 Fixed income 12,360 Diversified growth 6,380 Cash and cash equivalents 300 Total $ 38,130 $ 9,550 $ — $ — ________________________________________ (a) Certain investments that are measured at fair value using the net asset value per share as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the fair value of plan assets. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid during the following years (dollars in thousands): Pension Benefit 2022 $ 1,170 2023 1,210 2024 1,260 2025 1,310 2026 1,350 Years 2027-2031 7,920 75 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 19. Equity Awards The Company maintains the following long-term equity incentive plans (collectively, the "Plans"): Plan Names Shares Approved for Issuance TriMas Corporation 2017 Equity and Incentive Compensation Plan 2,000,000 TriMas Corporation Director Retainer Share Election Program 100,000 Stock Options The Company did no t grant any stock options during 2021, 2020 and 2019. Information related to stock options as of and for the year ended December 31, 2021 is as follows: Number of Stock Options Weighted Average Option Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2021 150,000 $ 17.87 Granted — — Exercised ( 150,000 ) 17.87 Cancelled — — Expired — — Outstanding at December 31, 2021 — $ — — $ — As of December 31, 2021, there were no stock options outstanding under the Company's long-term equity incentive plans. No stock options vested during each of 2021 and 2020, and 50,000 stock options vested during 2019. The Company recognized no stock-based compensation expense related to stock options during each of 2021 and 2020, and approximately $ 0.1 million of stock-based compensation expense related to stock options during 2019. The stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statement of operations. Restricted Stock Units The Company awarded the following restricted stock units ("RSUs") during 2021, 2020, and 2019: • granted 131,198 , 190,650 , and 139,575 , RSUs, respectively, 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 21,112 , 30,590 and 25,872 RSUs, respectively, to its non-employee independent directors, which vest one year from date of grant so long as the director and/or Company does not terminate their service prior to the vesting date; and • issued 1,792 , 3,673 and 4,494 RSUs, respectively, 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. The Company awarded the following RSUs during 2021: • issued 49 RSUs to certain employees related to dividend equivalent rights on existing equity awards. 76 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company awarded the following RSUs during 2020: • granted 31,816 RSUs to certain employees, which are subject only to a service condition and fully vest at the end of three years so long as the employee remains with the Company; and • granted 2,558 RSUs to certain employees, which are subject only to a service condition and vest one year from the date of grant so long as the employee remains with the Company. During 2021, the Company awarded 72,962 performance-based RSUs to certain 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, 2021 and ending December 31, 2023. The remaining 50 % of the awards are earned based on the Company's total shareholder return ("TSR") relative to the TSR of the common stock of a pre-defined industry peer-group, measured over the performance period. TSR is calculated as the Company's average closing stock price for the 20 trading days at the end of the performance period plus Company dividends, divided by the Company's average closing stock price for the 20 trading days prior to the start of the performance period. The Company estimates the grant-date fair value subject to a market condition using a Monte Carlo simulation model, using the following weighted average assumptions: risk-free rate of 0.28 % and annualized volatility of 35.5 %. Depending on the performance achieved for these two metrics, the amount of shares earned, if any, can vary for each metric from 0 % of the target award to a maximum of 200 % of the target award. The Company awarded 113,146 and 95,882 of similar performance-based RSUs in 2020 and 2019, respectively. For similar performance-based RSUs awarded in 2018, the Company attained 126.2 % of the target on a weighted average basis, resulting in an increase of 25,993 shares during 2021. During 2020, the Company awarded 87,034 performance-based RSUs to certain key divisional employees which vest three years from the grant date as long as the employee remains with the Company. These awards are earned based upon the Company's stock price performance over the period from January 1, 2020 and ending December 31, 2022. The stock price achievement is calculated based on the Company's average closing stock price for each quarter end for the 20 trading days up to and including March 31, June 30, September 30, and December 31, 2022, respectively. The Company estimates the grant-date fair value subject to a market condition using a Monte Carlo simulation model, using the following weighted average assumptions: risk free rate of 0.85 % and annualized volatility of 25.2 %. Depending on the performance achieved for this metric, the amount of shares earned, if any, can vary from 0 % of the target award to a maximum of 160 % of the target award, although it automatically is earned at the target award level if the Company's stock price is equal to or greater than a specified stock price for either five consecutive trading days or 20 total trading days during the performance period. Information related to restricted shares as of and for the year ended December 31, 2021 is as follows: Number of Unvested Restricted Shares Weighted Average Grant Date Fair Value Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2021 784,968 $ 26.46 Granted 253,106 34.30 Vested ( 345,680 ) 30.48 Cancelled ( 18,662 ) 25.33 Outstanding at December 31, 2021 673,732 $ 27.38 0.9 $ 24,928,084 As of December 31, 2021, there was approximately $ 6.3 million of unrecognized compensation cost related to unvested restricted shares that is expected to be recorded over a weighted average period of 1.8 years. The Company recognized stock-based compensation expense related to restricted shares of approximately $ 9.5 million, $ 8.2 million and $ 5.7 million in 2021, 2020 and 2019, respectively. The stock-based compensation expense is included in selling, general and administrative expenses in the accompanying statement of operations. 77 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 20. Earnings per Share Net income is divided by the weighted average number of common shares outstanding during the year to calculate basic earnings per share. For the year ended December 31, 2020, no restricted shares or stock options were included in the computation of net income (loss) per share because to do so would be anti-dilutive. The following table summarizes the dilutive effect of RSUs and options to purchase common stock: Year ended December 31, 2021 2020 2019 Weighted average common shares—basic 43,006,922 43,581,232 45,303,659 Dilutive effect of restricted stock units 261,858 — 224,946 Dilutive effect of stock options 12,296 — 66,549 Weighted average common shares—diluted 43,281,076 43,581,232 45,595,154 In March 2020, the Company announced its Board of Directors had authorized the Company to increase the purchase of its common stock up to $ 250 million in the aggregate. The initial authorization, approved in November 2015, authorized up to $ 50 million of purchases in the aggregate of its common stock. During 2021, 2020 and 2019, the Company purchased 596,084 , 1,582,049 and 1,230,050 shares of its outstanding common stock for approximately $ 19.1 million, $ 39.4 million and $ 36.7 million, respectively. As of December 31, 2021, the Company has approximately $ 142.6 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. The Company's dividends declared were $ 0.04 per share of common stock and total dividends paid in cash were $ 1.7 million for the year ended December 31, 2021. 21. Other Comprehensive Income Changes in AOCI by component for the year ended December 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) 3,150 9,490 ( 7,430 ) 5,210 Less: Net realized losses reclassified to net income (b) ( 640 ) — — ( 640 ) Net current-period other comprehensive income (loss) 3,790 9,490 ( 7,430 ) 5,850 Balance, December 31, 2021 $ ( 4,830 ) $ 5,910 $ ( 850 ) $ 230 __________________________ (a) Defined benefit plans, net of income tax of $ 0.8 million. See Note 18, " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax of $ 3.1 million. See Note 14, " Derivative Instruments ," for further details. (b) Defined benefit plans, net of income tax of $ 0.2 million. See Note 18, " Employee Benefit Plans ," for additional details . 78 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Changes in AOCI by component for the year ended December 31, 2020 are summarized as follows, net of tax (dollars in thousands): Defined Benefit Plans Derivative Instruments Foreign Currency Translation Total Balance, December 31, 2019 $ ( 9,930 ) $ 4,230 $ ( 300 ) $ ( 6,000 ) Net unrealized gains (losses) arising during the period (a) 670 ( 7,810 ) 6,880 ( 260 ) Less: Net realized losses reclassified to net income (b) ( 640 ) — — ( 640 ) Net current-period other comprehensive income (loss) 1,310 ( 7,810 ) 6,880 380 Balance, December 31, 2020 $ ( 8,620 ) $ ( 3,580 ) $ 6,580 $ ( 5,620 ) __________________________ (a) Defined benefit plans, net of income tax of $ 0.4 million. See Note 18, " Employee Benefit Plans ," for additional details. Derivative instruments, net of income tax expense of $ 2.5 million. See Note 14, " Derivative Instruments ," for further details. (b) Defined benefit plans, net of income tax of $ 0.2 million. See Note 18, "Employee Benefit Plans," for additional details. 22. Segment Information TriMas reports its operations in three segments: Packaging, Aerospace and Specialty Products. Each of these segments has discrete financial information that is regularly evaluated by TriMas’ president and chief executive officer (chief operating decision maker) in determining resource, personnel and capital allocation, as well as assessing strategy and performance. The Company utilizes its proprietary TriMas Business Model as its platform which is based upon a standardized set of processes to manage and drive results and strategy across its multi-industry businesses. Within each of the Company's reportable segments, there are no individual products or product families for which reported net sales accounted for more than 10% of the Company's consolidated net sales. See below for more information regarding the types of products and services provided within each reportable segment: Packaging – The Packaging segment, which consists primarily of the Rieke ® , Taplast, Affaba & Ferrari, Stolz, Rapak ® and Omega Plastics brands, develops and manufactures a broad array of dispensing products (such as foaming pumps, lotion and hand soap pumps, sanitizer pumps, beverage dispensers, perfume sprayers, nasal sprayers and trigger sprayers), polymeric and steel caps and closures (such as food lids, flip-top closures, child resistance caps, beverage closures, drum and pail closures, flexible spouts, and agricultural closures), polymeric jar products, and fully integrated dispensers for fill-ready bag-in-box applications, all for a variety of consumer products submarkets including, but not limited to, beauty and personal care, food and beverage, home care, and pharmaceutical and nutraceutical, as well as the industrial market. Aerospace – The Aerospace segment, which includes the Monogram Aerospace Fasteners ™ , Allfast Fastening Systems ® , Mac Fasteners ™ , 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 – The Specialty Products segment, which includes the Norris Cylinder ™ and Arrow ® Engine brands, designs, manufactures and distributes highly-engineered steel cylinders, wellhead engines and compression systems for use within industrial markets. 79 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Segment activity is as follows (dollars in thousands): Year ended December 31, 2021 2020 2019 Net Sales Packaging $ 533,260 $ 488,340 $ 392,340 Aerospace 183,340 167,740 194,110 Specialty Products 140,510 113,890 137,080 Total $ 857,110 $ 769,970 $ 723,530 Operating Profit (Loss) Packaging $ 96,490 $ 93,990 $ 80,770 Aerospace 13,270 ( 133,440 ) 28,950 Specialty Products 22,550 4,350 16,000 Corporate ( 37,220 ) ( 53,190 ) ( 34,500 ) Total $ 95,090 $ ( 88,290 ) $ 91,220 Capital Expenditures Packaging $ 34,080 $ 30,730 $ 16,400 Aerospace 5,390 5,770 8,110 Specialty Products 5,500 3,890 5,090 Corporate 90 90 70 Total $ 45,060 $ 40,480 $ 29,670 Depreciation and Amortization Packaging $ 30,500 $ 27,600 $ 24,650 Aerospace 18,700 18,130 15,090 Specialty Products 4,120 3,910 3,480 Corporate 130 130 280 Total $ 53,450 $ 49,770 $ 43,500 Total Assets Packaging $ 739,920 $ 721,440 $ 546,950 Aerospace 353,800 348,190 393,260 Specialty Products 73,260 65,520 77,250 Corporate 136,660 58,730 175,240 Total $ 1,303,640 $ 1,193,880 $ 1,192,700 80 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table presents the Company's net sales for each of the years ended December 31 and long-lived assets at each year ended December 31, attributed to each subsidiary's continent of domicile (dollars in thousands). As of December 31, 2021 2020 2019 Net Sales Long-lived Assets Net Sales Long-lived Assets Net Sales Long-lived Assets Non-U.S. Europe $ 160,650 $ 209,380 $ 116,350 $ 225,120 $ 87,420 $ 110,530 Asia Pacific 41,310 37,080 46,350 41,140 37,920 40,720 Other Americas 15,290 42,000 11,740 19,510 6,290 18,430 Total non-U.S. 217,250 288,460 174,440 285,770 131,630 169,680 Total U.S. 639,860 489,390 595,530 477,460 591,900 540,680 Total $ 857,110 $ 777,850 $ 769,970 $ 763,230 $ 723,530 $ 710,360 The Company's export sales from the U.S. approximated $ 80.6 million, $ 70.0 million and $ 74.1 million in 2021, 2020 and 2019, respectively. 23. Income Taxes The Company's income (loss) before income taxes and income tax expense (benefit), each by tax jurisdiction, consists of the following (dollars in thousands): Year ended December 31, 2021 2020 2019 Income (loss) before income taxes: Domestic $ 28,380 $ ( 134,630 ) $ 52,190 Foreign 40,730 31,920 26,070 Total income (loss) before income taxes $ 69,110 $ ( 102,710 ) $ 78,260 Current income tax expense: Federal $ 940 $ 200 $ 3,530 State and local 530 810 1,280 Foreign 8,840 7,750 7,070 Total current income tax expense 10,310 8,760 11,880 Deferred income tax expense (benefit): Federal 5,450 ( 16,900 ) 4,890 State and local 670 ( 4,430 ) 500 Foreign ( 4,630 ) ( 10,380 ) ( 950 ) Total deferred income tax expense (benefit) 1,490 ( 31,710 ) 4,440 Income tax expense (benefit) $ 11,800 $ ( 22,950 ) $ 16,320 81 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The components of deferred taxes are as follows (dollars in thousands): December 31, 2021 December 31, 2020 Deferred tax assets: Accounts receivable $ 950 $ 260 Inventories 5,330 5,080 Accrued liabilities and other long-term liabilities 15,320 19,190 Operating lease liability 13,440 8,950 Tax loss and credit carryforwards 30,690 20,760 Other 340 340 Gross deferred tax asset 66,070 54,580 Valuation allowances ( 19,960 ) ( 10,180 ) Net deferred tax asset 46,110 44,400 Deferred tax liabilities: Property and equipment ( 23,920 ) ( 24,140 ) Right of use asset ( 13,130 ) ( 8,930 ) Goodwill and other intangible assets ( 20,160 ) ( 16,230 ) Investment in foreign affiliates, including withholding tax ( 420 ) ( 370 ) Gross deferred tax liability ( 57,630 ) ( 49,670 ) Net deferred tax liability $ ( 11,520 ) $ ( 5,270 ) The following is a reconciliation of income tax expense (benefit) computed at the U.S. federal statutory rate to income tax expense (benefit) allocated to income (loss) before income taxes (dollars in thousands): Year ended December 31, 2021 2020 2019 U.S. federal statutory rate 21 % 21 % 21 % Tax at U.S. federal statutory rate $ 14,550 $ ( 21,570 ) $ 16,440 State and local taxes, net of federal tax benefit 960 ( 2,850 ) 970 Differences in statutory foreign tax rates ( 1,690 ) ( 1,500 ) ( 870 ) Change in recognized tax benefits ( 550 ) ( 920 ) ( 920 ) Goodwill and other intangible assets impairment — 13,430 — Tax credits and incentives ( 5,060 ) ( 2,130 ) ( 1,160 ) Net change in valuation allowance 2,100 ( 6,390 ) 3,580 Nondeductible compensation 2,280 260 210 Other, net $ ( 790 ) $ ( 1,280 ) $ ( 1,930 ) Income tax expense (benefit) $ 11,800 $ ( 22,950 ) $ 16,320 During 2020, the Company undertook certain tax-planning actions with respect to intercompany debt restructuring within the group. These actions resulted in the recognition of an approximate $ 6.4 million deferred tax benefit related to an interest limitation carryforward. The Company has recorded deferred tax assets on approximately $ 34.0 million of various state operating loss carryforwards and $ 57.6 million of various foreign operating loss carryforwards. The majority of the state tax loss carryforwards expire between 2026 and 2032 and the majority of the foreign losses have indefinite carryforward periods. The Company has not made a provision for U.S. or additional foreign withholding taxes related to investments in foreign subsidiaries that are indefinitely reinvested since any excess of the amount for financial reporting over the tax basis in these investments is not significant as of December 31, 2021. 82 Table of Contents TRIMAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Unrecognized Tax Benefits The Company had approximately $ 1.3 million and $ 1.6 million of unrecognized tax benefits ("UTBs") as of December 31, 2021 and 2020, respectively. If the UTBs were recognized, the impact to the Company's effective tax rate would be to reduce reported income tax expense for the years ended December 31, 2021 and 2020 by approximately $ 1.1 million and $ 1.4 million, respectively. A reconciliation of the change in the UTBs for the years ended December 31, 2021 and 2020 is as follows (dollars in thousands): Unrecognized Tax Benefits Balance at December 31, 2019 $ 2,250 Tax positions related to current year: Additions 150 Tax positions related to prior years: Additions — Reductions — Settlements — Lapses in the statutes of limitations ( 760 ) Balance at December 31, 2020 $ 1,640 Tax positions related to current year: Additions 130 Tax positions related to prior years: Additions 20 Reductions — Settlements — Lapses in the statutes of limitations ( 540 ) Balance at December 31, 2021 $ 1,250 In addition to the UTBs summarized above, the Company has recorded approximately $ 0.8 million and $ 0.8 million in potential interest and penalties associated with uncertain tax positions as of December 31, 2021 and 2020, respectively. The Company is subject to U.S. federal, state and local, and certain non-U.S. income tax examinations for tax years 2014 through 2021. In addition, there are currently several state and foreign income tax examinations in process. The Company does not believe that the results of these examinations will have a significant impact on the Company's tax position or its effective tax rate. Management monitors changes in tax statutes and regulations and the issuance of judicial decisions to determine the potential impact to UTBs and is not aware of, nor does it anticipate, any subsequent events that could have a significant impact on the Company's financial position during the next twelve months. 24. Subsequent Events On February 28, 2022 , the Company announced that it has acquired Intertech Plastics LLC and related companies (collectively, "Intertech") for a purchase price of approximately $ 65 million, subject to customary closing conditions. Intertech is a manufacturer of custom injection molded products used in medical applications, as well as products and assemblies for consumer and industrial applications, and has annual net sales of approximately $ 32 million. Intertech will become part of the Packaging reportable segment. On February 18, 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 March 11, 2022 to shareholders of record as of the close of business on March 4, 2022 . 83 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.