CNC Customize Parts Professional Solution & Processing Provider

trimas corporation (trs)

by:QY Precision      2019-10-09
Washington D. Securities and Exchange Commission. C. 20549FORM10-Q(MarkOne)
Quarterly reports submitted under section 13or15 (d)
According to section 13or15, the Securities Trading Act of September 30, 2014 for the quarter ended 1934 (d)
Securities Trading Act from 1934 to the transition period.
Commission file number 001-
10716 TRIMAS (
The exact name of the registrant specified in the articles of association)Delaware(
State or other jurisdiction of company or organization)38-2687639(
IRS employee ID number)
39400 Woodward Avenue, Suite 48304 Bloomfield Hill, Michigan (
Address of main administrative office including postal code)(248)631-5450(
Registrant phone number, including area code)
Indicate by check mark whether the registrant (1)
All reports requested in Section 13 or 15 have been submitted (d)
Securities Trading Act of 1934 within the first 12 months (
Or a short period of time required for the registrant to submit such reports), and (2)
This filing requirement has been bound for the last 90 days. YesxNoo.
Indicate by check mark whether the registrant has electronically submitted and posted on his company\'s website (if any), each Interactive Data File submitted and posted as required by regulation rule 05 05 --
12 months before T (
Or in such a short time that the registrant is required to submit and publish these documents). YesxNoo.
Indicate by check mark whether the registrant is a large accelerated file manager, a non-accelerated file manager
A smaller reporting company.
See the definition of \"large accelerated file manager\", \"accelerated file manager\" and \"small Reporting Company\" in rule 12b
2 of the Trading Act. (Check one)
: Largeaccelatedfilerxaccelatedfileronon-
Reporting Company o (
Do not check asmaller report Company)
Indicate whether the registrant is a shell company by check mark (
Defined in Rule 12b-
2 parts of the transaction law).
YesoNox as of ofOctober22, 2014, the number of outstanding shares of the registrant\'s common stock is $0.
The face value is 267,649 shares.
Company index table for ContentsTriMas.
Financial information-
Find StatementsItem1.
Consolidated financial statementsounlidated\'s balance sheet for September 30, 2014 and three of the consolidated statements for December 31, 2013, nine months ended September 30, 2014 and 2013 Comprehensive income Three Nine Months Ended September 30, 2014 and 2013 joint cash flow statement for nine months ended September 30, consolidated Statements of 2014 and 2013 Shareholders\' equity for nine months ended September 30, 2014
Management Discussion and Analysis of the financial status and results of the operating website.
Quantitative and qualitative disclosure of market risks.
Control and procedures.
Other information 1.
Legal proceedings.
Risk factor 2
Unregistered sales of equity securities and use of proceedsitem3.
Default of senior securities.
Information disclosure of Mine Safety 5.
Other Information 6.
1 catalogue signed by exhibitors-
The report contains forward-looking statements.
Look at the instructions (
Because the term is defined by federal securities law)
About the results of our financial position, operations and business.
You can find many of these statements by looking for words such as \"may\", \"will\", \"recct\", \"anticipate\", \"believe, \"estimates\" and similar words used in this report. These forward-
Forward-looking statements are influenced by many assumptions, risks and uncertainties.
Due to the risk and uncertainty of the statements, the actual results may differ materially from the results expressed or implied in the forward
Look at the report.
We remind readers not to rely too much on these statements, which were not made until the date of this report.
The above warning statement shall be considered in connection with any subsequent forwarding in writing or orally --
We or those who act on our behalf may make forward-looking statements.
We have no obligation to review or confirm the analyst\'s expectations or estimates, nor to publicly publish any revisions to any forward --
Looking for statements to reflect events or circumstances after the date of this report, or to reflect the occurrence of an accident.
You should carefully consider the factors discussed in the first part of our Annual Report on form 10 \"Risk Factors\"
2013 may have a significant impact on our business, financial position or future performance.
The risks described in our Annual Report on Form10
The risks facing our company are not just K.
Additional risks and uncertainties that we do not currently know or that we currently consider irrelevant may also have a significant adverse effect on our business, financial position and operational or cash flow results.
We have revealed some important factors, these factors may lead to significant differences between our actual results and our expectations under Part II, \"Management\'s Discussion and Analysis of Financial Position and operational results\" other in this report place.
These alert statements are eligible for all forwarding
Forward-looking statements of people who belong to us or act on our behalf.
When we indicate that an event, condition, or environment may or will have an adverse effect on us, we mean to include an impact on our business, financial and other conditions, results of operations, prospects and capabilities for debt repayment.
2 tables for ContentsPART I.
Financial information 1.
Consolidated Financial Statements Consolidated balance sheet of the company (Unaudited—
Thousands of dollars)
September30, 204december31 2013 AssetsCurrent Assets: $30,070 $27,000 Cash and cash equivalents collected, net reserves of about $ collection.
$8 million and $3.
6 million as of September 30, 2014, December 31, 2013, respectively222, 140180,210 ventories262 810270,690 Deferred revenue taxes18, 34018,340, prepaid and other existing assets18, 83018,770 total current assets552, 190515,010 devices, net214, 550206,550 309,660 Other intangible assets, net207 590219,530 Other assets 45,37050 430 Total assets 1,341,250 dollar 1,300,780 liabilities can redemption of non-control shareholders rights and interests flow Liabilities: Flow due date long-term
Fixed-term debt $11,430 $10,290 accounts can be paid 16, 200166, 090 Accrued liabilities 85,88085, 130 Total current liabilities 26 3,510261, 510Long-
690295,450 Deferred income tax 52,93064, 940 Other long-term
Term Liabilities 94,201799, 990 Total liabilities 740,540721, 890 redeemable non-holding rights-
29,480 preferred shares, $0.
01: authorized 100,000,000 shares;
Issued and unreleased: None-—
Common stock, $0.
01: authorized 400,000,000 shares;
Release and highlight: 45,267,649 shares in September 30, 2014 and 45,003,214 shares in December31, 203450. 0paid-
Capital\'s accumulated deficit in 805 was 950816,450 (228,320)(295,320)
Accumulated other comprehensive income 63027,830 total shareholder equity 710549,410, total liabilities 1,341,250, redeemable non-controlling equity and shareholders\' equity 1,300 US dollars, 780 accompanying notes are these financial statements
3 Consolidated income statement of Enterprises (Unaudited—
Thousands of Dollars, except per share)
Three months of endedSeptember 30, nine months of endedSeptember 30,201 42020120203net sales $380,120 $354,910 $1,148,510 $1,068,410 cost price sales (282,070)(260,800)(845,100)(788,120)
Gross profit of 98, 05094,110303, 410280,290 Sales, general and administrative expenses (65,540)(60,890)(193,970)(181,490)Net gain (loss)
Disposal of property and equipment (240)10,360(490)
10,350 Operating profit 32, 27043, 580108, other expenses 950109,150, net: Interest Expenditure (3,360)(5,570)(10,270)(16,320)Other income (expense), net(2,370)2,480(5,220)
560 Other expenses, net (5,730)(3,090)(15,490)(15,760)
Income tax expenditures 26, 5404040,49093, income from continuing operations before income tax expenditures 46093,390 (8,150)(10,240)(29,410)(21,880)
Income from continuous operation 18, 39030,25064 and 05071,510 (loss)
Deduction of income tax expenditure of 3 and 840 (300)
3. 760802net income 22, 81071,790 29, 95067, minus: Net income attributable to non-controlling interests-
1,3208103 090Net income to trimas the company $22,230 $28,630 $67,000 $68,700 cash basic gain due to trimas the company: continuous management $ month. 41$0. 72$1. 41$1.
72 shutdown operation 0. 08(0. 01)0. 080.
Net income per share of 01 $0. 49$0. 71$1. 49$1.
Weighted average of 73 ordinary shares
Diluted earnings per share attributable to TriMas Corporation at Tri44, 919,34040, 345,82844, 863,00839, 668,693: continued operation of $0. 41$0. 71$1. 40$1.
71 shutdown operation 0. 08(0. 01)0. 080.
Net income per share of 01 $0. 49$0. 70$1. 48$1.
72 Weighted average ordinary shares
The notes accompanying dilution 45, 276, 1940, 746, 50345, 231,05840, 029, 425 are an integral part of these financial statements.
4 comprehensive income statement of Enterprises (Unaudited—
Thousands of dollars)
Three a month endedseptember 30 nine a month endedseptember 30,201 4201320142013net income $22,230 $29,950 $67,810 $71,790 of comprehensive income: deferred a pension plan stage repay loss (
Deduct the $0 tax.
1 million for the three months ended September 30, 2014 and 2013, and $0.
$2 million and $0.
For the nine months ended September 30, 2014, 3 million and 2013 respectively)(Note 17)
Foreign currency translation 180210530600 (10,620)(1,930)(5,760)(12,540)
Net changes in unrealized income (loss)
About derivatives (
Deduct the $0 tax. 1 million and ($0. 5)
Million, $0.
$2 million and $2.
The three and nine months ended September 30, 2014 were 5 million and 2013 respectively)(Note12)250(800)
303,950 Total Other Consolidated income (loss)(10,190)(2,520)(5,200)(7,990)
Total consolidated income 12,04027, 43062, minus 61063,800: Net income from non-holding equity
1,3208103, 090 TriMas Corporation\'s combined revenue amounted to $12,040, $26,110, $61,800, $60, 710. The attached notes are an integral part of these financial statements.
5 Statement of Consolidated Cash Flow Statement of ContentsTriMas company (Unaudited—
Thousands of dollars)
Nine-month cash flow from endedSeptember 30,2042013 business activities: adjustment of income of $67,810 $71,790 makes the cash flow generated by the operating activities of net profit net, the impact of net acquisition: Disposition of income assets (6,320)(10,350)
Cost-effective purchase income(2,880)
Depreciation 24. Amortization of intangible assets 19022,190, amortization of debt issuance costs 63014,420, deferred income tax 4301,310 (6,910)(3,180)Non-
Cash compensation expenditure 6907,110 excess tax incentives for stock compensation (1,100)(1,280)
Increase in accounts receivable (43,520)(48,560)
3801,800 reduction in inventory (Increase)
320 reduction in prepaid fees and other assets (7,100)
Reduction in accounts payable and accrued liabilities (3,460)(4,280)Other, net(240)
Net cash provided by operating activities, excluding acquisition impact 64, cash flow generated by investment activities 90041,280: Capital expenditure (27,770)(35,150)
Net acquired cash (27,510)(56,000)
Net proceeds from disposal of assets 6, 99010, net cash for investment activities (48,290)(80,430)
Cash flow for financing activities: Proceeds from the sale of common stock related to the issuance of the company\'s shares, excluding the cost of issuance-
174,720 the income from the loan of the regular loan institution is 4. 080150, and the repayment of the loan of the 090 regular loan institution (139,800)(151,710)
The borrowing income of the revolving credit and accounts receivable business is 7. 32, and the loan repayment of the revolving credit and accounts receivable business is 480632,740 (687,520)(575,730)
Distribution of non-holding rights (580)(1,910)
Payment of non-controlling equity (51,000)—
In connection with or at a cost of business disposal-
1,030 shares surrender when granting options and restricted stock awards to pay tax obligations (2,780)(3,930)
The excess tax discount of 4. 1. 340 stock compensation for the exercise of stock options is 1. 1001, (used for)
Financing activities (13,540)
227,920 Cash and cash equivalents: an increase of $070188 at the beginning of the period of 770, 00020 at the end of the period of 30,070, 580, and a supplementary disclosure of cash flow information of $209,350: cash to pay interest $7,960 $12,610 cash to pay taxes $25,610 $29, $80. The attached notes are an integral part of these financial statements.
6 Consolidated Statement of the company as of September 30, 2014 (Unaudited—
Thousands of dollars)Ordinary stocks
Total consolidated income for December 31, 2013 was $450 and $816,450 (295,320)
Net income attributable to TriMas Corporation $27,830 $549-—67,000—
67,000 other comprehensive losses-——(5,200)(5,200)
In granting options and restricted stock awards to pay tax obligations, the stock gives up-(2,780)——(2,780)
Stock options and restricted stock investment480——
480 excess tax incentives for stock compensation1,100——1,100Non-
Cash compensation fee-6,690——
6,690 acquisition of the remaining 30% interest in Arminak & Associates, LLC (
Deduct the $8 tax. 4 million)(Note 7)—(15,990)——(15,990)
September 30, 2014 balance 450 dollar 805,950 dollars (228,320)
The attached notes are an integral part of these financial statements amounting to $22,630 and $600.
7 Notes to ContentsTRIMAS company for Consolidated Financial Statements (unaudited)1.
According to PresentationTriMas
\"TriMas\" or \"Company \")
It is a global product manufacturer and distributor for commercial, industrial and consumer markets.
The company is mainly engaged in the following report-able market segments with different products and market channels: packaging, energy, aerospace, engineering components, Cequent Asia Pacific Europe Africa (\"Cequent APEA\")
And American countries.
After the NI industry stopped operating, the company changed its name to its former \"Aerospace and Defense\" reporting Department \"aerospace\", which came into effect on 2014.
For more information, see Note 5 \"discontinued operations \".
For more information about each of the companies that can report market segments, see Note 14, \"market segment information \".
The accompanying consolidated financial statements include the accounts of the company and its subsidiaries, and the management believes that it contains all adjustments, including normal and recurring adjustments, necessary to fairly state the financial position and results of operations.
The results of the operations during the interim period do not necessarily indicate the results of the year.
The accompanying consolidated financial statements and their notes shall be read in conjunction with the company\'s next annual report on form 10K. 2.
On May 2014, the Financial Accounting Standards Committee issued a new accounting statement (\"FASB\")
Update of accounting standards (\"ASU\")2014-
9. income from signing contracts with customers (Topic 606)\" (\"ASU 2014-9\"). ASU 2014-
9 The entity is required to confirm the income to reflect the consideration the company expects to be entitled to in exchange for the amount of these goods or services to describe the goods or services promised for the transfer to the customer. ASU 2014-
9. the transition period for these years, beginning in the financial year and after December 15, 2016, is valid, and early adoption is prohibited.
The company is evaluating the impact of adopting ASU 2014
Consolidated financial statements in 09.
On April 2014, FASB released ASU 2014-
8. \"Presentation of Financial Statements (Topic 205)
Property, plant and equipment (Topic 360)
: Reporting discontinued operations and disclosures for the disposal of physical components \"(\"ASU 2014-8\"). ASU 2014-
8 changed the standard for reporting discontinued business and requested an expanded disclosure of discontinued business, which would provide financial statement users with more information on assets, liabilities, income and expenses for discontinued businessASU 2014-
8 valid for all disposal (
Or classification held at the time of sale)
The components of an entity occur during the annual period and in the medium term of the year beginning on or after December 15, 2014, allowing early adoption of disposal (
Or classification held at the time of sale)
Previously Published or available for publication, there are no reports in the financial statements.
The company is expected to adopt Asus 2014-
08 on the specified effective date. 3.
On September 2013, the company issued 175,000 ordinary shares at $35 through public offering. 40 per share.
After deducting underwriting discounts, commissions and issuance fees, the net proceeds from issuance are approximately $8.
5 million, a total of approximately $174. 7 million.
The company uses net issuance proceeds for general corporate purposes, including debt retirement related to the company\'s refinancing, acquisition, capital expenditure and liquidity requirements in October 2013. 4.
On November 2012, the company announced plans to close its manufacturing plant in Goshen, Indiana, to move production from Goshen to a lower location.
Cost manufacturing facilities for the period 2013.
In the fourth quarter of 2013, the company completed the relocation and stopped operating in Goshen.
During the period from 2013, the Company recorded approximately $4 in expenses, mainly due to severance payments obtained for the involuntary dismissal of some 350 union hourly workers.
$3 of them.
8 million recorded for the three months ended March 31, 2013 and included in the accompanying consolidated income statement in the cost of sales.
In addition, during the period from 2012, the Company recorded a fee of approximately $1.
2 million, primarily for the involuntary termination of severance pay for paid employees as part of the closure.
As of the 30 th of 2014, the hourly and paid severance pay had been paid in full.
8 Notes to ContentsTRIMAS company for Consolidated Financial Statements (Continued)(unaudited)
In addition, during the three and nine months ended September 30, 2013, the Company incurred a fee of approximately $0. $5 million and $1.
Pre-2 million respectivelytax non-
Cash expenses are related to accelerated depreciation expenses, as they shorten the life expectancy of certain machinery, equipment and leased assets that the company no longer uses after the facility is closed.
Sao Paulo, Brazil, on June 2014, the company announced a restructuring of its business in Brazil\'s reportable energy sector, including plans to close its manufacturing plant in Sao Paulo, Brazil by the end of 2014.
In relation to this action, the Company recorded a fee of approximately $0.
5 million, primarily in relation to severance pay, which is included in the cost of sales in the accompanying consolidated income statement, about 60 employees were involuntarily dismissed because of the closure.
The company\'s manufacturing plant in Sao Paulo is subject to the lease agreement due on 2022.
The company is currently evaluating its potential recyclability to the facility\'s future lease obligations and will record an estimate of any future non-recoverable lease obligations at the time of cessation
Date of use of the facility.
On August 5, 2013, the company announced the sale of its business in the Italian packaging report section in cash of about $10. 3 million.
Therefore, the Company recorded a pre-
About $10 in tax revenue.
5 million, of which $7.
9 million related to the release of historical currency conversion adjustments into income. 5.
In the third quarter of 2014, the company stopped operating the NI industrial business.
NI industry makes Shell shells for the defense industry, a political party in the United StatesS.
Government facilities maintenance contract
The company received about $6.
7 million sale of certain intellectual property rights and related inventory and tools.
This amount is included in the income that is discontinued in the enclosed consolidated income statement.
In the fourth quarter of 2011, the company sold its precision tool cutting and professional parts business, both of which are part of the report-able part of engineering components.
The purchase agreement includes up to $2.
According to the achievement of certain financial performance levels in 2012 and 5 million, 2013 may be considered.
In the second quarter of 2013, the company was paid about $1.
Maybe $1 million
3 million expenditure as a financial performance standard of 2012.
This amount is included in the income that is discontinued in the enclosed consolidated income statement.
As a result of non-compliance with the financial performance standard of 2013, no expenditure was received in 2014.
The results of the above business are reported as discontinued business for all periods.
The results of stopping the operation are summarized as follows: 3 months and 30 months
Thousands of dollars)
Net sales $80 $710 $3,410 $3,020 Income (loss)
Stop Operating expenses before income tax $6,040 $ (480)
$5,910 $320 Income tax offer (expense)(2,200)180(2,150)(40)Income (loss)
$3,840 for income tax deduction (300)$3,760$280 6.
In July 2014, the company completed its acquisition of Lion Holdings. Ltd. (\"Lion Holdings \")
In the reportable portion of the company\'s packaging, the amount of cash deducted from the acquisition was approximately $28 million.
Notes to Consolidated Financial Statements of companies located in India and 9 ContentsTRIMAS (Continued)(unaudited)
In Vietnam, Lion Holdings specializes in the production of highly specialized dispensing solutions, generating approximately $10 million in revenue over the 12 months ended June 30, 2014.
In the first nine months of 2013, the company completed a total acquisition of about $56 million, deducting cash from the acquisition.
The most important of these acquisitions is Martin Nick engineering. (\"Martinic\")
The aerospace reporting department of the company is a high
Engineering, precision machining, complex parts for commercial and military aerospace applications, including auxiliary power units and electrical, American-based hydraulic and pneumatic systems generated about $13 million in revenue over the 12 months ended December 31, 2012.
Wurun professional fasteners Co. , Ltd (\"Wulfrun\")
In the company\'s energy reporting department, it is the manufacturer and distributor of professional bolts and CNC machining parts for key oil and gas, pipeline and power generation applications in the United Kingdom, during the 12 months ended December 31, 2012, some $10 million had been generated. C. P.
Vettel limited (\"Witter\")
In the company\'s Cequent APEA reporting department, it is a high-
Engineering towels and accessories were distributed through the extensive network of commercial dealers located in the UK, generating approximately $20 million in revenue over the 12 months ended March 31, 2013.
Traction technology and business assets of AL-KO GmbH (\"AL-KO\")
Located in Germany and Finland, it is also located in the company\'s Cequent APEA reporting market.
In the 12 months ended June 30, 2013, the acquisition of assets generated approximately $16 million in revenue.
Fair value of AL-
KO\'s net assets exceed the purchase price, resulting in a low purchase income of about $2.
9 million, included in Other income (expense)
Net in consolidated income statements for the three and nine months ended September 30, 2013.
The operating results of the above acquisition are not significant compared with the overall operating results of the company. 7.
Arminak & Associates acquired Arminak & Associates, LLC in 2012 (\"Arminak\")
The purchase price is about $67.
7 million, included in the packaging report section of the company.
The original purchase agreement provides the company with the option to purchase, and Arminak\'s previous owners offer the option to sell, depending on the multiples of future earnings as defined in the purchase agreement, the remaining 30% non-controlling interest on the future specified date.
Put options and call options can be exercised in the first quarter of 2014, 2015 and 2016, and the original combination of non-holding rights and redemption functions results in redeemable non-controlling equity, this is classified as a permanent equity on the enclosed consolidated balance sheet.
On March 11, 2014, instead of the put option and call option in the original purchase agreement, the Company entered into a new agreement to purchase Arminak\'s full 30% non-holding interest at a cash purchase price of $51. 0 million.
The purchase agreement also includes an additional or cost of up to $7.
0 million, based on certain levels of achievements in financial performance in 2015 to earn the amount.
To estimate or have a fair value at a cost, the company uses the Monte Carlo valuation method, given certain important assumptions (including expected revenue and revenue growth, change volatility and risk using expected future payments.
Since these assumptions are not observable in the market, the calculation represents a three-level fair value measurement.
As at 2014, the estimated liability for the payment or consideration was $3. 1 million.
Final or consideration is expected to be paid in 2016, if obtained.
10 Notes to ContentsTRIMAS company for consolidated financial statements (Continued)(unaudited)
As part of the purchase of the remaining Member equity, the company completed the calculation of redeemable non-holding equity on March 11, 2014.
The changes in the book amount of redeemable non-holding rights are summarized as follows: Non-holding rights (
Thousands of dollars)
The opening balance allocated to non-holding equity in December 31, 2013 was $29,480 (580)
Net income attributable to non-holding equity s8 10 final balance, March 11, 2014, $29,710 as of March 11, 2014, the difference between the purchase price of cash and the final redeemable non-holding interest is recorded as a real deduction of taxes, included in the accompanying consolidated statement of shareholders\' equity. 8.
Goodwill and other intangible assets in the third quarter of 2014, based on a decline in revenue and revenue for several consecutive quarters compared to the company\'s historical level in the energy reporting sector, the company determined that, the fair value of the energy reporting unit has a declining indicator, which may also indicate a potential impairment of the goodwill recorded.
Therefore, the company carried out the first step of quantitative goodwill impairment analysis according to the requirements of authoritative accounting documents.
Companies take advantage of revenue and market
Based on the method, 75% and 25% weights are placed on each method, respectively.
The important management assumptions used under the revenue approach are a weighted average capital cost of 13% and an estimated residual growth rate of 3%.
When considering the weighted average capital cost of the reporting unit, management considers the inherent risk level in the cash flow forecast based on its historical realization and current market conditions.
After the completion of the goodwill impairment test, the company determined that the fair value of the energy reporting unit exceeded the book value of more than 20%, so there was no goodwill impairment.
In addition, the reduction in a1 % of the remaining growth rate plus the increase in a1 % of the capital weighted average cost will not change the conclusions reached under the first step impairment test.
Changes in the number of goodwill carried in the second month ended September 30, 2014 are summarized as follows: packaged energy aerospace engineering components
Thousands of dollars)
Balance, $158,060 $75,920 $61,080 $7,420-December 31, 2013-
$7,180 $309,660 acquisition goodwill 270-————
15,270 Foreign currency translation (2,440)(1,020)110——(30)(3,380)
Balance, $170,890 $74,900 $61,190 $7,420-September 30, 2014-
$7,150 $321,550 11 notes to ContentsTRIMAS company for consolidated financial statements (Continued)(unaudited)
The total amount and accumulated amortization amount of other intangible assets of the Company are as follows: 2014 and 2013.
The company amortized the assets over m1 to 30 years.
As at September 30, 2014, as at December 31, 2013, intangible categories by useful life
Thousands of dollars)Finite-
Living Intangible assets: customer relationship, $110,170 for 5-12 years (42,260)$105,090$(36,260)
Customer relationship 610 in 15-25 years (100,370)154,610(94,200)
Customer relationship s264, 780 (142,630)259,700(130,460)
Technology and others, 930 for 38 years, 1-15 (31,110)38,980(28,940)
44,110 (technology and others) 17-30)27,000)43,990(25,310)
Total technology, etc. 83, 040 (58,110)82,970(54,250)Indefinite-
Living Intangible assets: Trademark/trade name 510-61,570—
Total Other intangible assets of $408,330 (200,740)$404,240$(184,710)
The amortization expenses related to intangible assets included in the accompanying consolidated income statement are summarized as follows: three months as of September 30, nine months as of September 30 (
Thousands of dollars)
Technology, etc. , including cost sales of $1,210 $1,200 $3,620 $3,610 customer relationships, including sales, management of expenses4, 20163,00013, 01010,810 Amortization expenses totaling $5,640 $4,200 $16,630 14, 4209.
Ventoriesventories consists of the following parts: September30, 204december31, 2013 (
Thousands of dollars)
Finished Products $162,130 $173,140 processing $30, 20031, 880 raw materials 70, 48065,670 total inventory $262,810 $270,690Continued)(unaudited)10.
Property and equipment, network Property and equipment are composed of the following components: 2013 (
Thousands of dollars)
Land and land improvement $6,410 $5,520 building s64, 19061,960 machinery and equipment 376, 810351, 960447, minus 410419,440: accumulated depreciation, 290 The Net Depreciation fee of $214,550 206,150 included in the consolidated income statement attached to the property is as follows: For the three months ended September 30, for the nine months ended September 30 (
Thousands of dollars)
Depreciation expense, including depreciation expense in sales cost $6,760 $6,440 $20,480 $18,910, included in sales, general and administrative expense 1, 1101,1903, 7003,270 Depreciation Expense Total $7,870 $7,630 $24,180. Long-
Long-term debt of the company
Regular debt includes the following: 2013
Thousands of dollars)
Credit agreement $271,430 $246,130 receivables financing and other 69, 69059, 610341 less 120305,740: long term
Long term debt11, 43010,290 Long-
Long-term debt $329,690 $295,450 credit agreement the company is a party to a $575 credit agreement.
The 0 million senior secured revolving credit loan expires on October 2018 and is interest-bearing at the London interbank lending rate (\"LIBOR\")plus1. 50%, and a$175.
A loan of 0 million senior secured term loan A, which expires on October 2018 and enjoys interest at LIBOR plus 1. 50% (
Collectively, the credit agreement).
Interest rate spreads are based on the leverage ratio as of the recently established date, as defined.
Under the credit agreement, the advanced secured revolving credit mechanism allows borrowing in a specific foreign currency (
Foreign currency loans]
$75 is needed.
Limit of 0 million points.
The credit agreement also provides incremental term loans and/or revolving credit loan commitments of no more than $300.
0 million and after the implementation of such incremental commitments and the occurrence of any other liabilities at the same time as such commitments, the defined net leverage ratio for advanced guarantees is not greater than 2. 50 to 1. 00.
The terms and conditions of any incremental term loan and/or revolving credit loan commitment shall not be more favorable than the existing credit loan.
13 notes to the consolidated financial statements ContentsTRIMAS company (Continued)(unaudited)
Starting from the fiscal year ending December 31, 2014 (Payable on 2015)
, The company may need to prepay a portion of its term loan, which is equal to the percentage of the company\'s excess cash flow, as defined, which defines such percentage based on the company\'s leverage ratio.
The company can also issue a letter of credit no more than $75.
According to its revolving credit loan commitments, a total of € 0 M.
The amount of the letter of credit of the company is approximately $21, 2014 and 2013 respectively.
$9 million and $24.
Issued and unreleased are 1 million respectively.
In 2014, the company had $103.
Under its revolving credit mechanism, there are 452 outstanding payments, amounting to $.
1 million may be obtained after implementation of approximately $21.
9 million of issued and unissued letters of credit.
The company had $71 as of December 31, 2013.
There were 1 million outstanding payments under its revolving credit mechanism, amounting to $479.
8 million may be provided after approximately $24 becomes effective.
1 million of issued and unissued letters of credit.
However, after taking into account the leverage restrictions contained in the credit agreement, including availability under accounts receivable financing, the company has $366.
$7 million and $360.
3 million, 2014 and 2013 are borrowing capacity for general corporate purposes, respectively.
The debt under the Credit Agreement is an obligation of the company and some of its domestic subsidiaries and is secured by almost all assets of these parties.
Borrowing under $75.
The foreign currency limit of $0 million is 575.
0 million senior guarantee revolving credit loan is secured by the pledge of assets of a foreign subsidiary borrower who is a party to the agreement.
The credit agreement also contains a variety of negative and affirmative covenants and other requirements that affect the company and its subsidiaries, including restrictions on debt, liens, mergers, investments, loans, advances, guarantee obligations, acquisition, disposal of assets, Sale
Leaseback transactions, hedging agreements, dividends and other restricted payments, transactions with affiliates, restrictive agreements, and amendments to Articles of Association, articles of association and other important documents.
The terms of the credit agreement also require the company and its subsidiaries to meet certain restrictive financial covenants and Quarterly ratios, including maximum leverage (
Total consolidated liabilities plus outstanding amounts under receivables securitization financing, exceeding the defined consolidated EBITDA)
Minimum Interest expense coverage (
Consolidated EBITDA defined, exceeding the defined cash interest expense).
AtSeptember30, 2014, the company complies with the financial and other covenants contained in the credit agreement.
As of 2014, the company\'s credit agreement transaction price was approximately £ 99, £ 2013 and £. 2% and99.
8% of the face value.
The valuation of the credit agreement is determined based on the level 2 input under the defined level of fair value.
Accounts receivable promotion company is a party to financing Accounts receivable through TSPC, Inc. (\"TSPC\"), a wholly-
Subsidiaries, which sell most of the trade receivables of the company\'s domestic business operations.
In the second quarter of 2014, the company revised the $105.
The use fee for the previously unpaid amount was reduced by 0 million facilities. 20% or1.
35%, according to the amount withdrawn according to the facility, to1. 15%.
The amendment also reduced the cost of the unused portion of the facility from 0 to 0. 40% to0.
35% and extend the due date from October 12, 2017 to October 16, 2018.
Under this financing mechanism, TSPC may, from time to time, sell an undivided partial ownership interest in the receivables pool up to approximately $105.
Millions to third parties
The seller\'s receivables financing company.
The net amount of financing under this loan is lower than the apparent amount of accounts receivable, which is close to the buyer\'s financing cost.
The cost of funds under the facility includes 3-month LIBOR-
Use fee based on rate plus 1. 15% and1.
20%, 2014 and the cost of the unused portion of the facility, respectively. 35% and0.
40% and 2014 respectively.
The company has $66.
$3 million and $57.
As at 30, 0 m and 27, the outstanding balance under the facility was $2014 and $2013, respectively.
$1 million and $20.
There were 2 million, respectively, but they were not used.
The total cost incurred under the facility is $0. $3 million and $0.
The three months ended September 30, 2014 and 31 were $4 million and $1 respectively. $0 million and $1.
Interest expenditures for the second month ended September 30, 2014 and 31 were 1 million per cent respectively and included in the accompanying consolidated income statement.
The facility will expire on October 16, 2018.
Note to ContentsTRIMAS company for Consolidated Financial Statements (Continued)(unaudited)
The cost of funds incurred is determined by calculating the estimated present value of the receivables sold compared to the book amount.
The estimated present value coefficient is based on historical collection experience and based on 3-month LIBOR-
Based on the rate plus the above-mentioned usage fee and calculated in accordance with the terms of the securitization agreement.
As of the 30 th of 2014, the fund\'s cost of funds was based on an average liquidation period of approximately 1 for the portfolio.
In 7 months, the average discount rate is 1. 8%.
The Australian subsidiary of the company is a party to the debt agreement, which, after its expiration, onOctober31, 2014, is secured by all the assets of the subsidiary.
At 2014 and 2013, the outstanding balance under this agreement is approximately $2. $2 million and $0.
The average interest rate is 7 million.
Then end 6% at each period.
In the second quarter of 2014, the company\'s Dutch subsidiary signed a credit agreement of $12.
5 million an uncommitted working capital financing agreement due on May 29, 2015, with interest at LIBOR plus 2.
75% per year, guaranteed by TriMas.
In addition, the Dutch subsidiary will accept overdraft loans along with an uncommitted working capital loan of up to $1.
0 million, subject to US interestS.
Preferential interest rate in USD75%.
As at September 30, 2014, there was no outstanding payment for the facility. 12.
Derivative foreign exchange rate risk 2014, the company is a party to the forward contract, in the name of the hedging amount of about $11 foreign exchange rate changes. 0 million.
The company uses foreign currency forward contracts to mitigate risks associated with exchange rate fluctuations that affect lower-
Cost manufacturing facilities.
Foreign exchange forward contracts hedge against currency risk between the Mexican peso and the United StatesS.
The US dollar, Thai baht and Australian dollar expire on the specified monthly settlement date until March 2015.
At the beginning of its establishment, the company designated foreign currency forward contracts as cash flow hedging.
On December 2012, the company signed an interest rate swap agreement to repair LIBOR-
Loans based on the variable portion of the fixed-term loan interest rate.
The swap has fixed LIBOR-
Starting from February 2013, the variable portion based on interest rates totalled $175.
0 million nominal amount at0.
74% and expired on October 11, 2017.
At the beginning of its establishment, the company designated the swap agreement as a cash flow hedge.
Financial statements PresentationAs ofSeptember30 2014 andDecember31, 2013 derivatives of the book value of fair value are called hedge means records as follows: Assets /(Liability)
DerivativesBalance film CaptionSeptember30, 204december31, 2013 (
Thousands of dollars)
Derivative interest rate swaps designated as hedging instruments Other assets $1,890 $2,080 interest rate swap liabilities (260)(360)
Foreign currency forward contract assets 1 90-
Derivatives designated as hedging instruments totaled $1,820, $1,720Continued)(unaudited)
The following table summarizes revenue (loss)
Accumulated other comprehensive income (\"AOCI\")
, The amount reclassified from AOCI as income, and the amount directly recognized as income for three and nine months as of September 30, 2014 and 31: The amount of revenue recognized by AOCI on derivatives
Effective part of tax deduction)
Amount of income (Loss)
Reclassified from AOCI to 30 months in December 31, 2013, 30 months in 9 months, 30 months in the revenue locationLoss)
Re-classify from AOCI as income (
Effective part)
2014201320142013 (
Thousands of dollars)(
Thousands of dollars)
Derivative interest rate swaps designated as hedging instruments $1,010 $1,060 interest fee $ (240)$(240)$(730)$(560)
Foreign currency forward contract $80-
Sales cost $150-$370$—
Over the next 12 months, the company is expected to re-classify about $0.
Pre-300 million
Since the relevant interest payment for the designated interest rate swap is funded by AOCI, it is about $0.
Pre-100 million
When Inter-company inventory purchases are settled, tax deferred proceeds from AOCI to sales costs.
The amount of losses recognized in derivative gains as of the three months of September 30 and as of the nine months of September 30 (
Thousands of dollars)
Derivatives not designated as hedging instruments$(140)$—$(410)
16 notes to the consolidated financial statements ContentsTRIMAS company (Continued)(unaudited)
Fair Value Measurement the fair value of a company\'s derivatives is estimated using an income method based on valuation technology to convert future amounts to a single discounted amount.
Fair value estimates for corporate interest rate swaps and foreign currency forward contracts use observable inputs such as interest rate yield curves and forward currency exchange rates.
The following shows the fair value measurement and fair value level of the company\'s assets and liabilities, which are regularly measured at fair value at 30, 2014 and 31, 2013, respectively.
Frequency Assets /(Liability)
Quotation of the same assets in the active market (Level 1)
Important other observable inputs (Level 2)
Important non-observable inputs (Level 3)(
Thousands of dollars)
Interest rate for September 30, 2014 was $1,630$1,630$—
Foreign currency forward contracts that occur frequently $190-$190$—
Interest rate for December 31, 2013 was $1,720$1,720$—13.
On 2014, the company was a party to 105 outstanding cases involving 8, 001 claimants who claimed personal injury caused by exposure to asbestos-containing materials previously used for washers (
Package and others)
Manufactured or distributed by certain subsidiaries of the company, mainly for the petrochemical refining and exploration industry.
The following figure summarizes the number of claimants, the number of claims filed, the number of claims rejected, the number of claims resolved, the average settlement amount for each claim, and the total defense costs, does not include the amount reimbursed according to the company\'s basic insurance, on the applicable date and the applicable Time: Claimspending atbegining ofperiodClaims perclaim duringperiodTotal defensests duringperiodFiscal annual December31, 2037,88036022639 $8,294 $2,620,000 month end September 30, 2014 7, 97515110322 $8,973 $1,987,000 In, before the acquisition, the company acquired a number Company to distribute its products that have distributed washers from other manufacturers.
In the company\'s view, many of its outstanding cases concerned locations where its washers were not distributed or used.
17 notes to ContentsTRIMAS company for Consolidated Financial Statements (Continued)(unaudited)
The company could suffer a lot of extra asbestos-
Future related claims, the cost of settlement cases that can be carried out for product identification may increase, and the company may be subject to further claims for the pre-activity of its acquired gasket distributors.
The company is unable to make a meaningful statement regarding the monetary claim in the asbestos case, because, among other things, the claim may have initially been made in some jurisdictions, without specifying the amount sought, there is also no simple description of the necessary or maximum allowable monetary relief, which can be modified to change the amount sought
Most claims do not specify the amount requested.
Out of 8, 001 outstanding claims, 2014,102 sets out the specific amount of damages (
Except as specified in the statutory minimum or maximum limit).
The following is a breakdown of the amount of the claim for a specific amount: the scope of compensation for compensation and penalty compensation claims (in millions)$0. 0 to $5. 0$5. 0 to $10. 0$10. 0+$0. 0 to $0. 6$0. 6 to $5. 0$5. 0+$0. 0 to $2. 5$2. 5 to $5. 0$5.
In addition, relatively few claims have reached the discovery stage, and even fewer claims have exceeded the discovery stage.
Total settlement expenses (
Defense costs are not included)
All asbestos-
Some of the relevant cases filed more than 20 years ago were approximately $6. 8 million.
All relief sought in asbestos cases is of a monetary nature.
To date, about 40% of the company\'s expenses related to asbestos litigation settlement and defense have been paid by its primary insurance.
Since February 14, 2006, the company began to underwrite-in-
Agreement with the first-level excess carrier on the provision of Asbestos insurance to the company
Related claims when basic insurance runs out. The coverage-in-
Place agreement provides the company with asbestos defense costs and compensation insurance, otherwise the carrier may dispute this and provide a way to manage these costs.
Nevertheless, the company believes that, prior to the commencement of insurance under this agreement, after the exhaustion of the company\'s main coverage, there may be a period of time in the next year or two, during which, the company will be solely responsible for defense costs and compensation costs, and its duration will be limited by the damages paid and the scope of compensation.
Based on the settlement reached so far and the number of claims that have been rejected or withdrawn due to lack of product identification, the company considers the relief sought (when specified)
There is no reasonable relationship with its potential responsibility.
Based on the company\'s experience to date, including trends in annual defense and settlement costs incurred to date and other available information (
Availability of additional insurance included)
, The company does not believe that these cases will have a significant adverse effect on the results of its financial position and operations or cash flow.
The company is affected by other claims and litigation in the normal course of business, but does not believe that any such claim or litigation will have a significant adverse impact on its financial position, operating results or cash flow. 14.
Informationinformation trimas divides its business units into reporting units that provide similar products and services.
Each operation department has independent financial information, which is regularly evaluated by the company\'s chief operating decision-makers in determining resource allocation and evaluating performance.
In these reportable segments, no net sales of individual products or product lines account for more than 10% of the Company\'s consolidated net sales.
For more information on the types of products and services available within each report segment, see below: Packaging-highly engineered closure and distribution systems for a range of end markets, including steel and plastic industry and consumer packaging applications.
Energy-metals and non-metals
Metal industrial sealing products and fasteners for petroleum refining, petrochemical and other industrial markets.
Aerospace. permanent blind bolts, temporary fasteners, highly engineered professional fasteners and other precision machined parts used in commercial, commercial and military aerospace industries.
18. notes to ContentsTRIMAS company for Consolidated Financial Statements (Continued)(unaudited)
Engineering components-high-
Low pressure-
Pressure cylinders for transport, storage and distribution of compressed gases, as well as natural gas engines, compressors, gas production equipment and chemical pumps designed in the well site of the oil and gas industry.
Cequent APEA & Cequent Americas-custom-
Engineering traction, trailer and electrical products, including trailer coupler, winch, Jack, trailer brake and brake control solution for leisure vehicles, lighting accessories and roof stand, agricultural/utilities, marine, automotive and commercial trailer markets, functional vehicle accessories and cargo management solutions including vehicle connections and receivers, swing control, weight distribution and V-
Wheel hooks, hooks
Accessories and other accessory components installed.
The contents of the event are as follows: 30 days in three months and 30 days in nine months
Thousands of dollars)
Net sales 89,320 dollar 82,010 dollar 257,000 dollar 235, 390161, 42068,230, 060143,830, 560111,330, 080348,600 $380,120 $354,910 $1,148,510 $1,068,410 of business profit (Loss)
Packaging $20,770 $31,320 $59,670 $65,550 energy (1,100)
1,201687012, 110aerospace3, 8706 6, 39015,810 design component S8, 0902,86024 92014,450 Cequent APEA3, 10. 3,5707 9309,300 Cequent Americas8, 6607,201631, 31021,030 company fees (11,230)(9,410)(30,140)(29,520)
$32,270 $43,580 $108,950
Stock rewards the company to maintain the following long-term
Regular equity incentive plan: TriMas company director retention share election plan, 2011 TriMas company comprehensive incentive compensation plan, triMas company 2006 Long-Term Equity Incentive Plan and TriMas company 2002 long-term equity incentive plan (
(Called \"Plan \").
2002 The long-term equity incentive plan expires on 2012 and, therefore, while the existing grant will remain outstanding until it is exercised, vested or canceled, no new shares may be issued under the plan.
For more information about rewards under a plan by type, see below.
19 notes to the consolidated financial statements ContentsTRIMAS company (Continued)(unaudited)
The stock options Company has not granted any stock options in the next few months, 2014.
The relevant information about stock options in 2014 is as follows: the number of stock options exceeds the average remaining contract life of the average option price (Years)
The total outstanding intrinsic value of January 1 was $2014342,448. 92Exercised(78,741)20. 70Cancelled——Expired——
As at September 30, 2014, $6 had not been paid. 703.
For the second month ended September 30, 2014, $4,648,058 in stock options were granted and as of 707 all 2014 Outstanding options could be exercised under the plan.
The company did not produce significant stocks.
For the second month as of September 30, 2014, compensation costs related to stock options.
Restricted stock companies awarded 2014 restricted shares to certain employees in the third quarter of 600.
As long as the employees stay in the company, these shares are subject only to the conditions of service and vest on the first anniversary of the award.
In the months ended September 30, 2014, the company issued 409 shares related to the extension of director fees.
The company allows its non-
Independent directors of employees conduct annual elections to delay all or part of their director fees and receive the deferred amount in cash or equity.
Certain directors of the company choose to postpone all or part of their director fees and receive the amount of the Company\'s common stock on a future date.
The company also granted several restricted stock grants in the first quarter.
First, the company grants 226 restricted common shares to certain employees, as long as the employee remains in the company, the shares are subject only to the conditions of service and are attributable for a period of more than three years.
The company granted 837 restricted ordinary shares to certain employees in the first quarter.
These shares are subject only to the conditions of service and vests on the first anniversary of the award.
The award was awarded to participants in the company\'s short film
Regular incentive compensation plan (\"STI\")
, Where the target annual award exceeds $20,000 for STI participants, after the final determination of the award amount in the first quarter, in the form of restricted stock awards, 80% of the income cash and 20% were received one year later than the previous planned year.
In the first quarter, the company granted 243,124 restricted shares of common stock to key employees of certain companies.
Half of the restricted shares granted are service shares.
Based on restricted stock units.
These awards were awarded over three years.
The other half of the shares are subject to performance conditions and are obtained based on the realization of two performance indicators from January 1, 2014 to the end of December 31, 2016 during the three calendar years.
In this award, 75% of the rewards are obtained according to the company\'s earnings per share (\"EPS\")
Cumulative average growth rate (\"EPS CAGR\")
During the performance.
The remaining 25% grants are based on the company\'s three-
Annual average return on investment capital (\"ROIC\").
ROIC is defined as after-sales service of the company
Tax operating profit publicly reported by the company plus or minus special items that may arise from time to timeto-
Time, divided by the last five of the company-
Quarterly average of investment capital.
Investment capital consists of the company\'s long-term capital
Regular debt plus equity plus Africa
Control interest and reduce cash holdings.
According to the performance of these two indicators, the number of shares obtained can change from 30% of the target reward to 200% of the maximum amount of the target reward of the ROIC indicator and 50% of the target reward of the eps cagr indicator.
However, no reward will be given if these performance metrics are not implemented.
At the end of the three awards, the performance awards are based on the \"cliff\"
Annual performance period.
In addition, the company granted 832 Restricted ordinary shares to its non-shareholders
An employee independent director, as long as the director and/or company does not terminate its services for one year from the date of grant.
20 notes to the consolidated financial statements ContentsTRIMAS company (Continued)(unaudited)
During the period 2012, the company granted restricted shares of common stock to certain principal employees of the company, whose performance wasbased grants.
In this award, 60% of revenue came from EPS growth in 2012, while the remaining 40% came from EPS compound growth rates of 2012 and 2013.
For the 60% shares that only accept the 2012 per share earnings growth indicator, the performance conditions are met to reach 175% of the target.
This resulted in an increase of 72,576 grants in 2013.
2012 of shares subject to 40% shares
The 2013 eps cagr indicator meets the performance conditions and achieves the target.
This resulted in an additional 16, 054 shares granted in first quarter of 2014.
The information related to restricted stocks in 2014 is as follows: the number of unrestricted stocks Weighted average grant date fair value Average Remaining Contract Life (Years)
The total outstanding intrinsic value of January 1 was $2014654,400 26.
00Granted352, 08233. 23Vested(251,647)25. 71Cancelled(10,856)28.
As at September 30, 2014, 24 outstanding payments amounted to $3,979. 491.
$18,101, $2014, about $10.
2 million of the cost of unconfirmed compensation in relation to unvested restricted stocks is expected to be recorded by weighted
Average cycle of 2. 0 years.
The company has raised about $2. $3 million and $2.
Inventory 4 million-
For the three months ended September 30, 2014 and 31, the underlying compensation costs associated with restricted stocks were approximately $6, respectively. $7 million and $7.
The second month ended September 30, 2014 and 31 was 1 million per cent, respectively. The stock-
The base compensation fee is included in the sales, general and administrative expenses in the enclosed consolidated income statement. 16.
Earnings per share is divided by the weighted average number of unissued shares during this period to calculate the basic earnings per share.
The calculation of diluted earnings per share is to make stock options and other stocks effectivebased awards.
According to the calculation of the diluted earnings per share, the three-month end of the 535 and231 434 restricted shares ended on September 30, 2014, and2013, respectively, and221 835 and176 667 restricted shares, 12 months from September 30, 2014 and2013, respectively.
The calculation of diluted earnings per share also includes options for the purchase of 13, 324 and 16, 241 ordinary shares, the three months ended September 30, 2014 and 31 were 14, 215 and 18 respectively, and the second months ended September 30, 2014 and 31 respectively, holding 065 ordinary shares.
21 notes to the consolidated financial statements ContentsTRIMAS company (Continued)(unaudited)17.
The company\'s fixed benefit pension plan and the fixed benefit plan\'s fixed benefit plan Net term pension and post retirement benefit costs cover certain foreign employees, union hourly employees and salaried employees.
The components of the three-month and nine-month net periodic pension and post-retirement benefits costs as of September 30, 2014 and 31 are as follows: pension plan other retirement benefits three months and nine months (
Thousands of dollars)
Service costs $190 $170 $570 $520-$—$—$—
Expected return on planned assets (510)(460)(1,550)(1,380)————
Amortization of previous service costs—1010————
Net amortization (gain)
/Loss270320830960 (20)(20)(70)(60)
Net fixed-term pension costs $400 $440 $1,190 $1,340 (10)$(10)$(40)$(30)
The company contributed about $0. $8 million and $1.
In the three and nine months ended September 30, 2014, its fixed-benefit pension plan was 8 million per cent, respectively.
The company is expected to contribute about $2.
3 million of the fixed-benefit pension plan for the year.
22 notes to the consolidated financial statements ContentsTRIMAS company (Continued)(unaudited)18.
For the second month ended September 30, 2014, AOCI summarized the following by other comprehensive changes in the components: total foreign currency translations for fixed benefit program derivatives (
Thousands of dollars)
Balance of December 31, 2013 (10,840)
Net unrealized $1,060 $37,610losses)
Less: net realization (losses)
Re-classified as net income (a)(530)(120)—(650)Net current-
Period Change 30 (5,760)(5,200)
Balance of September 30, 2014 (10,310)
$1,090, $31,850, $22,630a)
A fixed benefit plan that deducts income tax of $0.
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