TriMas Corporation
04/30/2026 | Press release | Distributed by Public on 04/30/2026 11:54
Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business and the other non-historical statements in the discussion and analysis are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under the heading "Forward-Looking Statements," at the beginning of this report. Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the Company's reports on file with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025.
Introduction
TriMas designs, develops and manufactures a diverse set of products primarily for the consumer products and industrial markets through its TriMas Packaging and Specialty Products groups. Our wide range of innovative products are designed and engineered to solve application-specific challenges that our customers face. We believe our businesses share important and distinguishing characteristics, including: innovative product technologies and features; a high-degree of customer approved processes and qualifications; established distribution networks; modest capital investment requirements; strong cash flow conversion and long-term growth opportunities. While the majority of our revenue is in the United States, we manufacture and supply products globally to a wide range of companies. We report our business activity in two segments: Packaging and Specialty Products.
On March 16, 2026, we completed the previously announced sale of Aerospace to an affiliate of Tinicum L.P., and funds managed by Blackstone, Inc., pursuant to an Equity Purchase Agreement dated as of November 4, 2025 (the "Purchase Agreement"), for a purchase price of approximately $1,456.9 million, subject to certain adjustments as set forth in the Purchase Agreement which we expect to be finalized during 2026. The historical results for Aerospace are reported in our consolidated statement of income and consolidated balance sheet as a discontinued operation for all periods presented in the financial statements.
Key Factors Affecting Our Reported Results
Demand for the products our businesses produce and results of operations depend upon general economic conditions. We serve customers in industries that are highly competitive, and that may be significantly impacted by changes in economic or geopolitical conditions.
Our results of operations have been materially impacted by macroeconomic conditions over the past few years, including cost inflation (raw materials, wage rates and freight) and a lack of material, and in certain regions, skilled labor availability. In 2025, the U.S. government implemented tariffs under the International Emergency Economic Powers Act ("IEEPA"), which created uncertainty regarding material costs, future tariffs, including any retaliatory tariffs imposed by other countries, or other potential governmental actions. These tariffs have increased the costs of certain products sourced from non-U.S. countries.
As a result of the decision of the U.S. Supreme Court in February 2026, we may be entitled to a refund of tariffs previously paid on certain imported product under IEEPA. Although a reimbursement process became available on April 20, 2026, the timing and amount of any potential refunds for previously collected tariffs remain uncertain and may be subject to further legal and regulatory developments. To date, the changes in the tariffs, on an overall basis, have not had a significant impact on our results of operations. We will continue to monitor the situation and evaluate the impact of any replacement tariffs or policy changes on our business, including the potential for cost recovery and future tariff exposure.
Sales of certain of our products for industrial applications, for example steel cylinders for packaged gas applications, have experienced volatility in demand related to customers securing high order rates in prior periods, only to enter a period of destocking in more recent periods. This significant level of volatility in demand levels, input and transportation costs, and material and labor availability, has pressured our ability to operate efficiently in recent periods. While some areas of demand volatility and softness remain, such as in our Specialty Products segment, and more specifically our Norris Cylinder business, we have experienced more steady and consistent demand in our Packaging segment.
Overall, our first quarter 2026 net sales increased $15.8 million, or 10.4%, compared to first quarter 2025. We experienced organic growth of 4.4% within our Packaging segment, compared to first quarter 2025. Net sales increased 17.0% in our Specialty Products segment as compared to the prior year quarter, as higher sales of steel cylinders more than offset the lost sales due to the divestiture of our Arrow Engine business in January 2025. Our overall sales increase included $6.0 million of currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of a weakening U.S. dollar relative to foreign currencies.
The most significant drivers affecting our financial results in first quarter 2026 compared with first quarter 2025, other than as directly impacted by sales changes, were realignment costs related to the comprehensive reorganization of our Packaging segment and corporate office, interest income earned on the invested cash proceeds from the sale of our Aerospace business, the impact of the divestiture of our Arrow Engine business in first quarter 2025, and an increase in our effective tax rate.
During first quarter 2026, we recorded $4.1 million of realignment costs related to the comprehensive reorganization of our Packaging segment and corporate office, primarily for severance, including $0.5 million of non-cash compensation expense.
During first quarter 2026, we invested the cash proceeds from the sale of our Aerospace business in highly liquid instruments, including U.S. Treasury-backed money market funds and cash deposits that earn interest at a rate of approximately 3.5%. During the three months ended March 31, 2026, we earned interest income of $2.0 million.
On January 31, 2025, we completed the divestiture of our Arrow Engine business within our Specialty Products segment for net cash proceeds of $21.0 million. We recognized a pre-tax gain of $5.3 million on the sale of Arrow Engine. Arrow Engine contributed $1.4 million of sales in first quarter 2025.
The effective income tax rate for first quarter 2026 was 2,137.8% as compared to 25.1% for first quarter 2025. The increase in the effective tax rate for first quarter 2026 was primarily driven by incremental income tax expense of $53.9 million resulting from the reclassification of deferred tax benefits previously recognized at December 31, 2025 in connection with the Aerospace divestiture.
Additional Key Risks that May Affect Our Reported Results
We have executed meaningful realignment actions over the past few years to address variable and structural costs where demand has fallen. We will continue to assess and take further actions if required. As a result of the current period of macroeconomic inflation and uncertainty, including uncertainty regarding the scope and duration of current and future tariffs and trade actions, and the potential impact of such factors to our future results of operations, as well as if there is an impact to TriMas' overall performance and market capitalization, we may record additional cash and non-cash charges related to further realignment actions, asset impairments, including impairments to our goodwill, intangible assets, fixed assets, inventory or customer receivable account balances.
We believe our capital structure is in a strong position. We have sufficient cash and available liquidity under our revolving credit facility to meet our debt service obligations, capital expenditure requirements and other short-term and long-term obligations for the foreseeable future.
Critical factors affecting our ability to succeed include: our ability to generate organic growth through product development, cross-selling and extending product-line offerings, and our ability to quickly and cost-effectively introduce and successfully launch new products; our ability to recognize the benefits of and effectively deploy the net proceeds from the sale of Aerospace, our ability to acquire and integrate companies or products that supplement existing product lines, add adjacent distribution channels and new customers, or expand our geographic coverage; our ability to manage our cost structure more efficiently via supply chain management, internal sourcing and/or purchasing of materials, selective outsourcing and/or purchasing of support functions, working capital management, and greater leverage of our administrative functions; and our ability to absorb, or recover via commercial actions, inflationary or other cost increases, including tariffs and duties.
Our overall business does not experience significant seasonal fluctuation, other than our fourth quarter, which has tended to be the lowest net sales quarter of the year due to holiday shutdowns at certain customers or other customers deferring capital spending to the following year. A growing amount of our sales is derived from international sources, which exposes us to certain risks, including currency risks.
We are sensitive to price movements and availability of our raw materials supply. Our largest raw material purchases are for polypropylene, polyethylene, steel, aluminum, and other oil and metal-based purchased components, the costs for each of which are subject to volatility. There has also been volatility in certain of our input costs as a direct and indirect result of foreign trade policy as well as from geopolitical conditions. We will continue to take actions to mitigate such increases, including implementing commercial pricing adjustments, holding extra inventories, resourcing to alternate suppliers and insourcing of previously sourced products. If suppliers or subcontractors fail to meet contractual requirements, we may be unable to secure acceptable alternatives on reasonable terms or in time to meet customer commitments, which could result in increased costs and penalties, the assertion of force majeure clauses in contracts with customers and disruptions to our operations. Although we believe we are generally able to mitigate the impact of higher commodity costs and supply disruptions over time, we may experience additional material costs and disruptions in supply in the future and may not be able to pass along higher costs to our customers in the form of price increases or otherwise mitigate the impacts to our operating results.
Although we have escalator/de-escalator clauses in commercial contracts with certain of our customers to address fluctuations in input costs, or can modify prices based on market conditions to recover higher costs, our price increases generally lag the underlying input cost increase, and we cannot be assured of full cost recovery in the open market. If input costs increase at rapid rates, our ability to recover cost increases on a timely basis is made more difficult by the lag nature of these contracts.
Oil-based commodity costs are a significant driver of raw materials and purchased components used within our Packaging segment. As such, an increase in crude oil prices often is a precursor to rising polymeric raw material costs, for which we may experience a contractual commercial recovery lag.
Each year our businesses target continuous improvement initiatives in an effort to reduce, or otherwise offset, the impact of increased input and conversion costs through increased throughput and yield rates, with a goal of at least covering inflationary and market cost increases. In addition, we continuously review our operating cost structures to ensure alignment with current market demand.
We continue to evaluate alternatives to redeploy the cash generated by our businesses, one of which includes returning capital to our shareholders. In February 2026, our Board of Directors authorized us to increase the purchase of our common stock up to $150 million in the aggregate, adding to the $48.9 million remaining under the previous authorization. During first quarter 2026, 1,487,057 shares were purchased. As of March 31, 2026, we had $95.5 million remaining under the repurchase authorization.
In addition, in first quarter 2026, we declared dividends of $0.04 per share of common stock and paid dividends of $1.5 million. We will continue to evaluate opportunities to return capital to shareholders through the purchase of our common stock, as well as dividends, depending on market conditions and other factors.
The following table summarizes financial information for our reportable segments for the three months ended March 31, 2026 and 2025 (dollars in thousands):
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 |
As a Percentage of Net Sales |
2025 |
As a Percentage of Net Sales |
||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
| Packaging | $ | 139,170 | 82.7 | % | $ | 127,570 | 83.7 | % | |||||||||||||||
| Specialty Products | 29,110 | 17.3 | % | 24,890 | 16.3 | % | |||||||||||||||||
| Total | $ | 168,280 | 100.0 | % | $ | 152,460 | 100.0 | % | |||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Packaging | $ | 32,660 | 23.5 | % | $ | 31,460 | 24.7 | % | |||||||||||||||
| Specialty Products | 4,210 | 14.5 | % | 1,370 | 5.5 | % | |||||||||||||||||
| Total | $ | 36,870 | 21.9 | % | $ | 32,830 | 21.5 | % | |||||||||||||||
| Selling, General and Administrative Expenses | |||||||||||||||||||||||
| Packaging | $ | 18,100 | 13.0 | % | $ | 14,210 | 11.1 | % | |||||||||||||||
| Specialty Products | 1,370 | 4.7 | % | 2,520 | 10.1 | % | |||||||||||||||||
| Corporate | 10,520 | N/A | 14,240 | N/A | |||||||||||||||||||
| Total | $ | 29,990 | 17.8 | % | $ | 30,970 | 20.3 | % | |||||||||||||||
| Operating Profit (Loss) | |||||||||||||||||||||||
| Packaging | $ | 14,550 | 10.5 | % | $ | 17,240 | 13.5 | % | |||||||||||||||
| Specialty Products | 2,860 | 9.8 | % | (1,150) | (4.6) | % | |||||||||||||||||
| Corporate | (10,520) | N/A | (8,940) | N/A | |||||||||||||||||||
| Total | $ | 6,890 | 4.1 | % | $ | 7,150 | 4.7 | % | |||||||||||||||
| Depreciation | |||||||||||||||||||||||
| Packaging | $ | 7,350 | 5.3 | % | $ | 6,740 | 5.3 | % | |||||||||||||||
| Specialty Products | 730 | 2.5 | % | 820 | 3.3 | % | |||||||||||||||||
| Corporate | 110 | N/A | 80 | N/A | |||||||||||||||||||
| Total | $ | 8,190 | 4.9 | % | $ | 7,640 | 5.0 | % | |||||||||||||||
| Amortization | |||||||||||||||||||||||
| Packaging | $ | 1,440 | 1.0 | % | $ | 1,590 | 1.2 | % | |||||||||||||||
| Specialty Products | - | - | % | - | - | % | |||||||||||||||||
| Corporate | - | N/A | - | N/A | |||||||||||||||||||
| Total | $ | 1,440 | 0.9 | % | $ | 1,590 | 1.0 | % | |||||||||||||||
The following table summarizes detail on the year-over-year sales growth percentages for our reportable segments for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025:
| Year to Date First Quarter 2026 vs. Year to Date First Quarter 2025 | ||||||||||||||||||||||||||||||||
| Organic | Acquisitions | Divestitures | Foreign Exchange | Total | ||||||||||||||||||||||||||||
| Consolidated TriMas Corporation | 7.3 | % | - | % | (0.9) | % | 4.0 | % | 10.4 | % | ||||||||||||||||||||||
| Packaging | 4.4 | % | - | % | - | % | 4.7 | % | 9.1 | % | ||||||||||||||||||||||
| Specialty Products | 22.6 | % | - | % | (5.6) | % | - | % | 17.0 | % | ||||||||||||||||||||||
Results of Operations
The principal factors impacting us during the three months ended March 31, 2026, compared with the three months ended March 31, 2025, were:
•Increases in demand for products within our Packaging and Specialty Products segments;
•Realignment costs related to the comprehensive reorganization of our Packaging segment and corporate office;
•Interest income earned on the invested cash proceeds from the sale of our Aerospace business;
•The impact of the divestiture of our Arrow Engine business in first quarter 2025; and
•An increase in our effective tax rate in first quarter 2026 compared with first quarter 2025.
Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025
Overall, net sales increased $15.8 million, or 10.4%, to $168.3 million for the three months ended March 31, 2026, as compared with $152.5 million in the three months ended March 31, 2025. Organic sales, excluding the impact of currency exchange and divestitures, increased $11.2 million, or 7.3%, as organic sales increased 22.6% and 4.4% within our Specialty Products and Packaging segments, respectively, due to end market demand improvements and growth initiatives. These increases were partially offset by the impact of the divestiture of our Arrow Engine business in our Specialty Products segment. In addition, net sales increased by $6.0 million due to currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of a weakening U.S. dollar relative to foreign currencies.
Gross profit margin (gross profit as a percentage of sales) approximated 21.9% for the three months ended March 31, 2026 and 21.5% for the three months ended March 31, 2025. Gross profit margin increased primarily due to higher sales levels and related improved fixed cost absorption within our Specialty Products segment, as well as due to the favorable impact of prior year operational improvement actions within the Packaging segment. These improvements were partially offset by a less favorable product sales mix within our Packaging segment.
Operating profit margin (operating profit as a percentage of sales) approximated 4.1% and 4.7% for the three months ended March 31, 2026 and March 31, 2025, respectively. Operating profit decreased $0.3 million, to $6.9 million, for the three months ended March 31, 2026, compared to $7.2 million for the three months ended March 31, 2025, primarily due to the year-over-year impact of a $5.3 million gain on the sale of Arrow Engine in first quarter 2025 that did not recur, a less favorable product sales mix within our Packaging segment, and higher stock compensation expense. These decreases were partially offset by higher sales levels and related improved fixed cost absorption within our Specialty Products segment.
Interest expense increased $0.7 million, to $5.2 million, for the three months ended March 31, 2026, as compared to $4.5 million for the three months ended March 31, 2025, due to an increase in our weighted average borrowings and a higher effective interest rate on our revolving credit facility within the first quarter of 2026.
Other income (expense) increased $0.9 million to $0.9 million of income, for the three months ended March 31, 2026, from a nominal amount of expense for the three months ended March 31, 2025, as the $2.0 million of interest income earned on invested cash proceeds from the sale of our Aerospace business was partially offset by increased losses on foreign currency transactions.
The effective income tax rate for the three months ended March 31, 2026 and March 31, 2025 was 2,137.8% and 25.1%, respectively. We recorded tax expense of $54.3 million for the three months ended March 31, 2026, as compared to $0.7 million for the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2026 was higher than in the prior year primarily due to incremental income tax expense of $53.9 million resulting from the reclassification of deferred tax benefits previously recognized at December 31, 2025 in connection with the Aerospace divestiture.
Income (loss) from continuing operations decreased by $53.7 million, to a loss of $51.8 million for the three months ended March 31, 2026, compared to income of $1.9 million for the three months ended March 31, 2025. The decrease was primarily the result of a decrease in operating profit of $0.3 million, an increase in interest expense of $0.7 million, and an increase in income tax expense of $53.7 million, partially offset by an increase in other income by $0.9 million.
See below for a discussion of operating results by segment.
Packaging. Net sales increased $11.6 million, or 9.1% (of which 4.4% was organic and 4.7% was foreign currency exchange), to $139.2 million in the three months ended March 31, 2026, as compared to $127.6 million in the three months ended March 31, 2025. The increase was driven primarily by higher sales of products used in life sciences markets of $5.0 million and dispensing products used primarily for beauty, personal care and home care applications of $2.4 million, partially offset by lower sales of products used for industrial applications of $1.2 million. Net sales increased by $6.0 million due to currency exchange, as our reported results in U.S. dollars were favorably impacted as a result of the weakening U.S. dollar relative to foreign currencies, as compared to 2025.
Gross profit increased $1.2 million to $32.7 million, or 23.5% of sales, in the three months ended March 31, 2026, as compared to $31.5 million, or 24.7% of sales, in the three months ended March 31, 2025, due to higher sales levels as well as the favorable impact of prior year operational improvement actions. Although gross profit increased, gross profit margin decreased primarily due to a less favorable product sales mix.
Selling, general and administrative expenses increased $3.9 million to $18.1 million, or 13.0% of sales, in the three months ended March 31, 2026, as compared to $14.2 million, or 11.1% of sales, in the three months ended March 31, 2025, primarily due to $2.7 million of higher realignment costs related to the comprehensive reorganization of our Packaging segment.
Operating profit decreased $2.7 million to $14.6 million, or 10.5% of sales, in the three months ended March 31, 2026, as compared to $17.2 million, or 13.5% of sales, in the three months ended March 31, 2025, primarily due to $2.7 million of higher realignment costs, a less favorable product sales mix, partially offset by increased sales and the favorable impact of operational improvement actions.
Specialty Products. Net sales for the three months ended March 31, 2026 increased $4.2 million, or 17.0% (of which 22.6% was organic and (5.6)% was due to the divestiture of Arrow Engine), to $29.1 million, as compared to $24.9 million in the three months ended March 31, 2025. Sales of steel cylinders increased $5.6 million, or 24.0%, to $29.1 million, as compared to $23.5 million, due predominantly to improved demand for industrial applications. Arrow Engine contributed $1.4 million of sales in three months ended March 31, 2025. See Note 6, "Acquisitions and Sale of Business," included in Part I, Item 1, "Notes to Consolidated Financial Statements," within this quarterly report on Form 10-Q for more information.
Gross profit increased $2.8 million to $4.2 million, or 14.5% of sales, in the three months ended March 31, 2026, as compared to $1.4 million, or 5.5% of sales, in the three months ended March 31, 2025, primarily due to an increase in sales of our steel cylinders and improved fixed cost absorption, partially offset by the year-over-year impact from the divestiture of our Arrow Engine business.
Selling, general and administrative expenses decreased $1.2 million to $1.4 million, or 4.7% of sales, in the three months ended March 31, 2026, as compared to $2.5 million, or 10.1% of sales, in the three months ended March 31, 2025, primarily due to $1.2 million of incurred expenses related to our Arrow Engine business, which we divested in January 2025.
Operating profit increased $4.0 million to $2.9 million, or 9.8% of sales, in the three months ended March 31, 2026, as compared to a loss of $1.2 million, or 4.6% of sales, in the three months ended March 31, 2025, primarily due to higher steel cylinder sales, and lower selling, general and administrative expenses, partially offset by the year-over-year impact from the divestiture of our Arrow Engine business.
Corporate. Corporate expenses, net consist of the following (dollars in millions):
| Three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Corporate operating expenses | $ | 7.2 | $ | 11.6 | ||||||||||
| Non-cash stock compensation | 3.2 | 2.5 | ||||||||||||
| Legacy expenses | 0.1 | 0.1 | ||||||||||||
| Gain on disposition of assets | - | (5.3) | ||||||||||||
| Corporate expenses | $ | 10.5 | $ | 8.9 | ||||||||||
Corporate expenses increased $1.6 million to $10.5 million for the three months ended March 31, 2026, from $8.9 million in the three months ended March 31, 2025, due to:
•Corporate operating expenses decreased $4.4 million to $7.2 million in three months ended March 31, 2026 from $11.6 million in three months ended March 31, 2025, due to $1.5 million lower realignment costs associated with actions to reorganize the corporate office (exclusive of non-cash stock compensation) and an overall decrease in other general corporate expenses.
•Non-cash stock compensation increased $0.7 million to $3.2 million in three months ended March 31, 2026 from $2.5 million in three months ended March 31, 2025, primarily due to timing and estimated attainment of existing awards.
•We recognized a $5.3 million pre-tax gain in the three months ended March 31, 2025, on the sale of our former Arrow Engine business.
Discontinued Operations. The results of discontinued operations consists of our Aerospace segment, for which we entered into a definitive agreement to sell on November 4, 2025. On March 16, 2026, we completed the sale for a purchase price of approximately $1,456.9 million, subject to certain adjustments as set forth in the Purchase Agreement, which adjustments we expect to be finalized during 2026. Income from discontinued operations, net of income tax expense, was $852.6 million for the three months ended March 31, 2026, as compared to $10.5 million for the three months ended March 31, 2025. See Note 3, "Discontinued Operations," included in Part I, Item 1, "Notes to Consolidated Financial Statements," within this quarterly report on Form 10-Q for more information.
Liquidity and Capital Resources
Cash Flows
Cash flows used for operating activities were $19.4 million for the three months ended March 31, 2026, as compared to cash provided by operating activities of $9.2 million for the three months ended March 31, 2025. Significant changes in cash flows provided by operating activities and the reasons for such changes were as follows:
•For the three months ended March 31, 2026, we reported a use of $167.2 million in cash flows, based on reported net income of $800.8 million, which includes a $51.8 million loss from continuing operations and $852.6 million income from discontinued operations, and after considering the effects of non-cash items related to depreciation, amortization, and gain on dispositions of assets, amortization of debt issuance costs, changes in deferred income taxes, stock-based compensation, provision for losses on accounts receivable, and other operating activities. For the three months ended March 31, 2025, we generated $23.5 million in cash flows based on reported net income of $12.4 million, which includes $1.9 million income from continuing operations and $10.5 million income from discontinued operations, and after considering the effects of similar non-cash items.
•Increases in accounts receivable resulted in a use of cash of $23.0 million and $14.7 million for the three months ended March 31, 2026 and March 31, 2025, respectively. The increased use of cash for each of the three month periods is due primarily to the timing of sales and collection of cash related thereto within the periods. Days sales outstanding of receivables increased seven days through the three months ended March 31, 2026, and increased three days through the three months ended March 31, 2025.
•We increased our investment in inventory by $16.6 million and $4.6 million for the three months ended March 31, 2026 and the three months ended March 31, 2025, respectively. Our days sales in inventory increased five days through the three months ended March 31, 2026 and through the three months ended March 31, 2025, as we continued to manage inventory levels, considering our supply needs, and balanced with sales growth across our segments.
•A decrease in prepaid expenses and other assets resulted in a source of cash of $4.6 million and $3.9 million for the three months ended March 31, 2026, and 2025, respectively. These changes were primarily a result of the timing of payments made for income taxes and certain operating expenses.
•An increase in accounts payable and accrued liabilities resulted in a source of cash of $182.8 million and $1.1 million for the three months ended March 31, 2026, and 2025, respectively. The increase in accounts payable and accrued liabilities for the three months ended March 31, 2026, includes a liability for estimated tax payments of $194.5 million related to the gain on the sale of Aerospace. Days accounts payable on hand (excluding the impact of the estimated tax payment for the three months ended March 31, 2026) decreased by two days through each of the three months ended March 31, 2026 and 2025. Our days accounts payable on hand fluctuate primarily as a result of the timing of payments made to suppliers and the mix of vendors and related terms.
Net cash provided by investing activities for the three months ended March 31, 2026 was $1,431.3 million, while net cash used for investing activities was $29.6 million during the three months ended March 31, 2025. During the three months ended March 31, 2026, we invested $5.2 million in capital expenditures, as we continued our investment in growth, capacity and productivity-related capital projects. We also received combined net proceeds of $1,436.5 million from the sale of our Aerospace business and disposition of property and equipment. During the three months ended March 31, 2025, we invested $12.9 million in capital expenditures, paid $37.2 million, net of cash acquired, to acquire GMT Aerospace, and received net proceeds of $20.5 million from the sale of our Arrow Engine business and disposition of property and equipment.
Net cash used for financing activities was $132.3 million for the three months ended March 31, 2026, while net cash provided by financing activities was $30.1 million during the three months ended March 31, 2025. During the three months ended March 31, 2026, we made net repayments of $72.7 million on our revolving credit facilities, purchased $54.5 million of our outstanding common stock, used a net cash amount of $3.5 million related to our stock compensation arrangements, paid dividends of $1.5 million, and paid $0.1 million related to other financing liabilities. Our reported net proceeds from borrowings on our revolving credit facilities considers the impact of foreign currency translation. During the three months ended March 31, 2025, we received net proceeds of $35.3 million from borrowings on our revolving credit facilities, paid $1.3 million for debt financing fees, purchased $0.5 million of outstanding common stock, used a net cash amount of $1.8 million related to our stock compensation arrangements, paid dividends of $1.6 million, and paid $0.1 million related to other financing liabilities.
Our Debt and Other Commitments
In March 2021, we issued $400.0 million aggregate principal amount of 4.125% senior notes due April 15, 2029 ("Senior Notes") at par value in a private placement under Rule 144A of the Securities Act of 1933, as amended ("Securities Act"). The Senior Notes accrue interest at a rate of 4.125% per annum, payable semi-annually in arrears on April 15 and October 15. The payment of principal and interest is jointly and severally guaranteed, on a senior unsecured basis, by certain subsidiaries of the Company. The 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.
Beginning April 15, 2026, we may redeem all or part of the Senior Notes at par (100% of principal amount), plus accrued and unpaid interest, if any, to the redemption date.
For the three months ended March 31, 2026, our consolidated subsidiaries that do not guarantee the Senior Notes represented 32% of the total of guarantor and non-guarantor net sales, treating each as a consolidated group and excluding intercompany transactions between guarantor and non-guarantor subsidiaries. In addition, our non-guarantor subsidiaries represented 18% and 11% of the total guarantor and non-guarantor assets and liabilities, respectively, as of March 31, 2026, treating the guarantor and non-guarantor subsidiaries each as a consolidated group.
In March 2025, we amended our existing credit agreement ("Credit Agreement") to extend the maturity date. We incurred fees and expenses of $1.3 million related to the amendment, all of which was capitalized as debt issuance costs. We also recorded $0.1 million of non-cash expense related to the write-off of previously capitalized deferred financing fees. The Credit Agreement consists of a $250.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies, subject to a $125.0 million sub limit, maturing on March 31, 2030.
The Credit Agreement is subject to benchmark interest rates determined based on the currency denomination of borrowings, with British pound sterling borrowings subject to the Sterling Overnight Index Average, Euro borrowings to the Euro InterBank Offered Rate and U.S. dollar borrowings subject to the Secured Overnight Financing Rate, each plus a spread that ranges from 1.375% to 2.00% based upon the leverage ratio, as defined, as of the most recent determination date. Our revolving credit facility allows for the issuance of letters of credit, not to exceed $40.0 million in aggregate.
The Credit Agreement permits borrowings denominated in specific foreign currencies, subject to a $125.0 million sub limit. The Credit Agreement also provides for incremental revolving credit commitments in an amount not to exceed the greater of $200.0 million and an amount such that, after giving effect to such incremental commitments and the incurrence of any other indebtedness substantially simultaneously with the making of such commitments, the senior secured net leverage ratio, as defined in the Credit Agreement, is no greater than 3.00 to 1.00. The terms and conditions of any incremental revolving credit facility commitments must be no more favorable than the existing credit facility.
Amounts drawn under our revolving credit facility fluctuate daily based upon our working capital and other ordinary course needs. Availability under our revolving credit facility depends upon, among other things, compliance with our Credit Agreement's financial covenants. Our Credit Agreement contains various negative and affirmative covenants and other requirements affecting us and our subsidiaries, including the ability to, subject to certain exceptions and limitations, incur debt, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, asset dispositions, sale-leaseback transactions, hedging agreements, dividends and other restricted payments, transactions with affiliates, restrictive agreements and amendments to charters, bylaws, and other material documents. The terms of our Credit Agreement require us and our subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a maximum total net leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over the sum of consolidated cash interest expense, as defined, and preferred dividends, as defined). Our permitted total net leverage ratio under the Credit Agreement is 4.00 to 1.00 as of March 31, 2026. If we were to complete an acquisition which qualifies for a Covenant Holiday Period, as defined in our Credit Agreement, then our permitted total net leverage ratio cannot exceed 4.50 to 1.00 during that period. Our actual total net leverage ratio was 1.84 to 1.00 at March 31, 2026. Our permitted interest expense coverage ratio under the Credit Agreement is 3.00 to 1.00 as of March 31, 2026. Our actual interest expense coverage ratio was 5.62 to 1.00 at March 31, 2026. In December 2025 and March 2026, we amended the Credit Agreement to update certain definitions used in ratio and indebtedness calculations due to the sale of the Aerospace segment. At March 31, 2026, we were in compliance with our financial covenants.
The following is a reconciliation of net income, as reported, which is a GAAP measure of our operating results, to Consolidated Bank EBITDA, as defined in our Credit Agreement, for the twelve months ended March 31, 2026 (dollars in thousands). We present Consolidated Bank EBITDA to show our performance under our financial covenants.
| | ||||||||
|
Twelve Months Ended March 31, 2026 |
||||||||
| Net income | $ | 908,550 | ||||||
| Bank stipulated adjustments: | ||||||||
| Interest expense | 18,750 | |||||||
| Income tax expense | 215,100 | |||||||
| Depreciation and amortization | 57,720 | |||||||
| Impairment charges and asset write-offs | 1,520 | |||||||
|
Non-cash compensation expense(1)
|
11,620 | |||||||
| Other non-cash expenses or losses | 150 | |||||||
|
Non-recurring expenses or costs(2)
|
16,490 | |||||||
| Extraordinary, non-recurring or unusual gains or losses | (1,052,660) | |||||||
| Effects of purchase accounting adjustments | 1,390 | |||||||
| Permitted dispositions | 880 | |||||||
| Currency gains and losses | 1,950 | |||||||
| Interest income | (2,190) | |||||||
| Permitted dispositions EBITDA | (91,450) | |||||||
| Consolidated Bank EBITDA, as defined | $ | 87,820 | ||||||
| March 31, 2026 | ||||||||
|
Total Indebtedness, as defined(3)
|
$ | 161,190 | ||||||
| Consolidated Bank EBITDA, as defined | 87,820 | |||||||
| Total net leverage ratio | 1.84 | x | ||||||
| Covenant requirement | 4.00 | x | ||||||
|
Twelve Months Ended March 31, 2026 |
||||||||
| Interest expense | $ | 18,750 | ||||||
| Bank stipulated adjustments: | ||||||||
| Interest income | (2,190) | |||||||
| Non-cash amounts attributable to amortization of financing costs | (950) | |||||||
| Total Consolidated Cash Interest Expense, as defined | $ | 15,610 | ||||||
| March 31, 2026 | ||||||||
| Consolidated Bank EBITDA, as defined | $ | 87,820 | ||||||
| Total Consolidated Cash Interest Expense, as defined | 15,610 | |||||||
| Actual interest expense coverage ratio | 5.62 | x | ||||||
| Covenant requirement | 3.00 | x | ||||||
_____________________________
(1) Non-cash compensation expenses resulting from the grant of equity awards.
(2) Non-recurring costs and expenses relating to diligence and transaction costs, system implementation costs, and business restructuring and severance costs.
(3) Includes $1.2 million of finance leases. The Credit Agreement allows up to $240.0 million in cash netting.
At March 31, 2026, we had no amounts outstanding under our revolving credit facility and had $243.8 million available after giving effect to $6.2 million of letters of credit issued and outstanding. At December 31, 2025, we had $72.8 million outstanding under our revolving credit facility and had $171.2 million available after giving effect to $6.0 million of letters of credit issued and outstanding. Our letters of credit are used for a variety of purposes, including support of certain operating lease agreements, vendor payment terms and other subsidiary operating activities, and to meet various states' requirements to self-insure workers' compensation claims, including incurred but not reported claims. After consideration of leverage restrictions contained in the Credit Agreement, as of March 31, 2026 we had $190.1 million of borrowing capacity available for general corporate purposes. Our borrowing capacity was not reduced by leverage restrictions contained in the Credit Agreement as of December 31, 2025.
We rely upon our cash flow from operations and available liquidity under our revolving credit facility to fund our debt service obligations and other contractual commitments, working capital and capital expenditure requirements. At the end of each quarter, we have historically used cash on hand from our domestic and foreign subsidiaries to pay down amounts outstanding under our revolving credit facility, as applicable.
Our weighted average borrowings during the three months ended March 31, 2026 approximated $477.8 million, compared to $428.8 million during the three months ended March 31, 2025. Our weighted average borrowings increased year-over-year primarily due to borrowings made on our revolving credit facility to fund share repurchases.
In May 2021, we, through one of our non-U.S. subsidiaries, entered into a revolving loan facility with a borrowing capacity of $4.0 million. The facility is guaranteed by TriMas Corporation. At March 31, 2026, we had no amounts outstanding on this loan facility.
Cash management related to our revolving credit facility is centralized. We monitor our cash position and available liquidity on a daily basis and forecast our cash needs on a weekly basis within the current quarter and on a monthly basis outside the current quarter over the remainder of the year. Our business and related cash forecasts are updated monthly.
The majority of our cash on hand as of March 31, 2026 is located within the U.S. Our available funding under our revolving credit facility is $190.1 million at March 31, 2026. Based on forecasted cash sources and requirements inherent in our business plans, we believe that our liquidity and capital resources, including anticipated cash flows from operations, will be sufficient to meet our debt service, capital expenditure and other short-term and long-term obligations for the foreseeable future, as well as dividends and share repurchases.
As of March 31, 2026, the majority of our cash was invested in highly liquid instruments, including U.S. Treasury-backed money market funds and cash deposits with high-credit-quality financial institutions designated as Globally Systemically Important Banks. These investments are available on a same-day basis, earn interest at a rate of approximately 3.5%, and qualify as permitted investments under our Credit Agreement. We intend to maintain these investments until they are deployed for organic growth initiatives, strategically aligned acquisition opportunities, share repurchases, or a combination thereof. During the three months ended March 31, 2026, we earned interest income of $2.0 million.
We are subject to variable interest rates on our revolving credit facility, which is subject to a benchmark interest rate determined based on the currency denomination of borrowings. At March 31, 2026, we had no amounts outstanding on our revolving credit facility and, therefore, no variable rate-based borrowings outstanding.
In addition to our long-term debt, we have other cash commitments related to leases. The majority of our lease transactions are accounted for as operating leases, and annual rent expense related thereto approximated $12.2 million in 2025. We expect leasing will continue to be an available financing option to fund future capital expenditure requirements.
In February 2026, we announced our Board of Directors had authorized us to increase the purchase of our common stock up to $150 million in the aggregate, adding to the $48.9 million remaining under the previous authorization. In the three months ended March 31, 2026, we purchased 1,487,057 shares of our outstanding common stock for an aggregate purchase price of $54.5 million. Since the initial authorization through March 31, 2026, we have purchased 11,178,487 shares of our outstanding common stock for an aggregate purchase price of $340.2 million. We will continue to evaluate opportunities to return capital to shareholders through the purchase of our common stock and the payment of dividends, depending on market conditions, and other factors.
Market Risk
We conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies. The functional currencies of our foreign subsidiaries are primarily the local currency in the country of domicile. We manage these operating activities at the local level and revenues and costs are generally denominated in local currencies; however, results of operations and assets and liabilities reported in U.S. dollars will fluctuate with changes in exchange rates between such local currencies and the U.S. dollar.
We use derivative financial instruments to manage currency risks associated with our procurement activities denominated in currencies other than the functional currency of our subsidiaries and the impact of currency rate volatility on our earnings. As of March 31, 2026, we were party to foreign exchange forward and swap contracts to hedge changes in foreign currency exchange rates with notional amounts of $108.3 million. We also use cross-currency swap agreements to mitigate currency risks associated with the net investment in certain of our foreign subsidiaries. See Note 11, "Derivative Instruments," included in Part I, Item 1, "Notes to Consolidated Financial Statements," within this quarterly report on Form 10-Q for additional information.
We are also subject to interest risk as it relates to our long-term debt. We have historically used interest rate swap agreements to fix the variable portion of our debt to manage this risk, when applicable.
Common Stock
TriMas is listed in the NASDAQ Global Select Market. Our stock trades under the symbol "TRS."
Credit Rating
We and certain of our outstanding debt obligations are rated by Standard & Poor's and Moody's. On December 18, 2025, Moody's affirmed a Ba3 rating to our Senior Notes, as presented in Note 10, "Long-term Debt" included in Part I, Item 1, "Notes to Consolidated Financial Statements" within this quarterly report on Form 10-Q. Moody's also placed the Ba2 Corporate Family Rating under review for possible downgrade on November 6, 2025 and updated its outlook to under review following the announcement of the Aerospace sale. On March 26, 2026, Standard & Poor's lowered their rating of our Senior Notes to B, following the successful completion of the Aerospace divestiture. Standard & Poor's also lowered the corporate credit rating to B+ and maintained its outlook as stable. If our credit ratings were to decline, our ability to access certain financial markets may become limited, our cost of borrowings may increase, the perception of us in the view of our customers, suppliers and security holders may worsen and as a result, we may be adversely affected.
Outlook
We delivered first quarter results consistent with our expectations, while successfully completing the divestiture of Aerospace in March, an important milestone in the continued transformation of TriMas for the future. We entered 2026 with a clear strategic focus on strengthening our core businesses, and the decisive cost actions we implemented in January are expected to support improved operating leverage as we move through the year. With a more focused portfolio, enhanced financial flexibility and disciplined execution across the organization, we believe TriMas is well positioned to deliver improved performance and drive sustainable long-term value for our stakeholders.
Early in 2026, we executed a comprehensive organizational realignment to streamline operations, strengthen customer responsiveness and drive sustainable cost savings. The realignment integrates select corporate and business functions to simplify the structure, eliminates duplication and improves operational efficiency. These initiatives are expected to generate more than $10 million in savings in 2026 and approximately $15 million on an annualized basis.
As part of this effort, TriMas Packaging is restructuring its commercial and operational model to eliminate silos, accelerate decision-making, and deliver more integrated customer solutions. The changes include unifying sales teams, standardizing operations across facilities and reducing management layers to improve speed, accountability and innovation. Key initiatives include brand unification, expanded operational excellence programs, technology implementations and manufacturing footprint optimization. Collectively, these actions are expected to strengthen TriMas' operating model, enhance customer satisfaction and support sustainable long-term value creation.
We continue to monitor the impacts of ongoing geopolitical conditions, including the conflicts in the Middle East, on our supply chains and raw materials costs. Although we were not significantly impacted in first quarter 2026 by the conflict in the Middle East, we are actively mitigating cost increases and supply delays that may impact our full year 2026 financial results if they persist and/or strengthen.
We believe our capital structure remains strong and that we have sufficient headroom under our financial covenants, and ample cash and available liquidity under our revolving credit facility, to meet our debt service, capital expenditure and other short-term and long-term obligations for the next 12 months and for the foreseeable future. We also plan to redeploy the proceeds from the sale of Aerospace in ways that we expect will enhance long-term value to our shareholders, employees and customers, including through prioritizing organic growth investments, pursuing strategically aligned acquisition opportunities or repurchasing shares.
Impact of New Accounting Standards
See Note 2, "New Accounting Pronouncements," included in Part I, Item 1, "Notes to Consolidated Financial Statements," within this quarterly report on Form 10-Q.
Critical Accounting Policies
Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions used in calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, our evaluation of business and macroeconomic trends, and information from other outside sources, as appropriate.
During the quarter ended March 31, 2026, there were no material changes to the items that we disclosed as our critical accounting policies in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Annual Report on Form 10-K for the year ended December 31, 2025.
TriMas Corporation published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 30, 2026 at 17:54 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]