TRIMAS CORP Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

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The following discussion and analysis of our financial condition contains
forward-looking statements regarding industry outlook and our expectations
regarding the performance of our business. These forward-looking statements are
subject to numerous risks and uncertainties, including, but not limited to, the
risks and uncertainties described under the heading "Forward-Looking
Statements," at the beginning of this report. Our actual results may differ
materially from those contained in or implied by any forward-looking statements.
You should read the following discussion together with the Company's reports on
file with the Securities and Exchange Commission, including its Annual Report on
Form 10-K for the year ended December 31, 2021.


Introduction

TriMas designs, develops and manufactures a diverse set of products primarily
for the consumer products, aerospace & defense and industrial markets through
its TriMas Packaging, TriMas Aerospace and Specialty Products groups. Our wide
range of innovative products are designed and engineered to solve
application-specific challenges that our customers face. We believe our
businesses share important and distinguishing characteristics, including:
well-recognized and leading brand names in the focused markets we serve;
innovative product technologies and features; a high-degree of customer approved
processes and qualifications; established distribution networks; relatively low
ongoing capital investment requirements; strong cash flow conversion and
long-term growth opportunities. While the majority of our revenue is in the
United States, we manufacture and supply products globally to a wide range of
companies. We report our business activity in three segments: Packaging,
Aerospace and Specialty Products.

Key Factors Affecting Our Reported Results

Our business and operating results are subject to general economic conditions. We serve clients in industries that are highly competitive, cyclical and likely to be significantly affected by changes in economic or geopolitical conditions.

Over the past two years, the coronavirus ("COVID-19") pandemic has significantly
affected each of our businesses and how we operate, albeit in different ways and
magnitudes. Sales in our Packaging segment for dispensing and closure products
used in applications to help fight the spread of germs have experienced extreme
volatility in demand, with demand spiking to record highs after the onset of the
pandemic, demand abating as expected from those high levels over the past year,
and in third quarter 2022, which normally is strong ordering period heading into
a holiday selling season, demand abruptly fell as a result of some of our large
consumer goods customers' choices to rebalance on-hand inventory levels given
the current macro-economic environment. Sales of certain of our industrial and
aerospace-related products were significantly depressed from historical levels
during 2020 and 2021. Our aerospace-related product sales continue to be lower
than historical levels, although demand continues to increase, while certain
industrial product sales have recovered to pre-pandemic levels. The pandemic has
also led to increased uncertainty and higher inflation rates in the global
business environment, and we have experienced increases in input costs (raw
materials, wage rates, energy and freight), supply chain disruptions and delays,
as well as labor availability challenges, all pressuring our ability to operate
efficiently and at the margin levels previously experienced.

We have been, and continue to be, focused on ensuring the working environments
for our employees are safe. At the onset of the pandemic, we implemented new
work rules and processes, which promote social distancing and increased hygiene
to ensure the safety of our employees, particularly at our production
facilities. These measures, plus other governmental regulation and sick-time
rules, have increased the level of manufacturing inefficiencies including
elevated levels of absenteeism, less efficient production scheduling and, in
certain cases, short-term idling of production. While these increased costs and
inefficiencies began in 2020, they continue to persist. In fact, with increased
demand volatility and inflationary pressures, some of the inefficiencies have
exacerbated in 2022, most notably in our Aerospace segment, and we believe all
such items aggregated to more than $2 million in third quarter year-over-year
cost pressure. Given these factors, we believe that labor-related availability
and inefficiencies will be an ongoing challenge.

Overall, our third quarter 2022 net sales decreased $3.9 million, or (1.7)%,
compared to third quarter 2021. Sales increased within our Specialty Products
segment as a result of increased industrial demand and higher oil-field activity
in North America. Sales also increased as a result of recent acquisitions in our
Packaging and Aerospace segments, as well as from sales of products used in food
and beverage markets within our Packaging segment. These factors were more than
offset primarily by an abrupt reduction in demand for personal care and home
care products in our Packaging segment, as well as unfavorable currency
exchange.

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The most significant drivers affecting our financial results in third quarter
2022 compared with third quarter 2021, other than as directly impacted by sales
changes or as a result of the labor-related availability and and inefficiencies,
were the impact of our recent acquisitions, the impact of higher energy and
other input costs, the gain on the sale of vacant land adjacent to our Tolleson,
Arizona manufacturing facility within our Aerospace segment, and the settlement
of our cross currency swaps.

In February 2022, we acquired Intertech Plastics LLC and related companies
(collectively, "Intertech"), a manufacturer of custom injection molded products
used in medical applications, as well as products and assemblies for consumer
and industrial applications, for an aggregate amount of $64.1 million, net of
cash acquired. Intertech, which is reported in the Company's Packaging segment,
has two manufacturing facilities located in the Denver, Colorado area. Intertech
contributed $8.8 million of net sales during third quarter 2022.

In December 2021, we completed the acquisition of Omega Plastics ("Omega"),
which specializes in manufacturing custom components and devices for drug
delivery, diagnostic and orthopedic medical applications, as well as components
for industrial applications, for an aggregate amount of $22.5 million, net of
cash acquired. Omega, which is reported in the Company's Packaging segment, is
located in Clinton Township, Michigan. Omega contributed $2.7 million of net
sales during third quarter 2022.

In December 2021, we acquired TFI Aerospace ("TFI"), a manufacturer and supplier
of specialty fasteners used in a variety of applications, predominately for the
aerospace end market, for an aggregate amount of $11.8 million, with additional
contingent consideration ranging from zero to $12.0 million to be paid based on
2023 and 2024 earnings per the purchase agreement. TFI, which is reported in the
Company's Aerospace segment, is located near Toronto, Canada. TFI contributed
$1.3 million of net sales during third quarter 2022.

We also experienced a significant increase in the cost of energy, primarily in
our Europe-based operations, as well as for other input costs in third quarter
2022 compared with third quarter 2021. Energy costs began to rise during late
2021, and have further increased into 2022, which we believe is primarily due to
geopolitical tensions associated with the Russia-Ukraine conflict, as well as
realized and expected energy supply constraints. Energy costs were more than $2
million and $5 million higher in the three and nine months ended September 30,
2022 than the three and nine months ended September 30, 2021, respectively. We
expect there could be additional cost and supply chain pressures going forward
as a result of the uncertainty surrounding the conflict in Eastern Europe.

In the third quarter of 2022, we completed the sale of vacant land adjacent to our
Tolleson, Ariz. manufacturing plant and recognized a pre-tax gain of
$4.8 million within our Aerospace sector. We received pre-tax net cash proceeds of $5.0 million in October 2022.

In third quarter 2022, we terminated our existing cross-currency swap
agreements, de-designating the swaps as net investment hedges and received
$26.2 million of cash. The cross-currency swap agreements had notional amounts
totaling $250.0 million, which declined to $25.0 million over various contract
periods ending between October 15, 2023 and October 15, 2027.

Year-to-date, there have been three other significant drivers of change in our year-over-year operating results.

Beginning in second quarter 2020, we have been executing certain realignment
actions in response to current and expected future end market demand following
the onset of the COVID-19 pandemic, as well as for the move to our new Packaging
facility in New Albany, Ohio. We recorded pre-tax facility move/consolidation
and employee-related costs of $2.5 million and $1.8 million, respectively, in
the nine months ended September 30, 2022. In the nine months ended September 30,
2021, we recorded pre-tax facility consolidation and employee separation costs
of $2.7 million and $6.1 million, respectively.

In March 2021, we refinanced our long-term debt, issuing $400 million principal
amount of 4.125% senior unsecured notes due April 15, 2029 ("2029 Senior Notes")
at par value in a private placement offering, and amending our existing credit
agreement ("Credit Agreement"), extending the maturity to March 2026. We used
the proceeds from the 2029 Senior Notes offering to pay fees and expenses of
$5.1 million related to the offering and $1.1 million related to amending the
Credit Agreement. The remaining cash proceeds from the 2029 Senior Notes were
used for general corporate purposes, including repaying all outstanding
revolving credit facility borrowings. In April 2021, we completed the
refinancing, redeeming all of our outstanding senior notes due October 2025
("2025 Senior Notes"), paying cash for the entire $300.0 million outstanding
principal amount plus $7.3 million as a redemption premium. The $5.1 million of
fees and expenses related to the 2029 Senior Notes were capitalized as debt
issuance costs, while the $7.3 million redemption premium as well as
$3.0 million of unamortized debt issuance costs associated with the 2025 Senior
Notes were expensed in the second quarter of 2021.

Our effective tax rate for the nine months ended September 30, 2022 and 2021 was
25.0% and 19.2%, respectively. The rate for the nine months ended September 30,
2022 is higher primarily as a result of the recognition of $3.0 million of
deferred tax benefits in Italy during the nine months ended September 30, 2021,
the majority of which related to a reduction in deferred tax liabilities in
connection with certain tax incentives.

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Key additional risks that could affect our reported results

We have executed significant realignment actions since the onset of the COVID-19
pandemic, primarily in our Aerospace and Specialty Products segments, and also
in certain Packaging product areas where demand has fallen. We will continue to
assess further actions if required. However, as a result of the current period
of macroeconomic inflation and uncertainty, the continued impact of the COVID-19
pandemic, and the potential impact of such factors to our future results of
operations, as well if there is an impact to TriMas' market capitalization, we
may record additional cash and non-cash charges related to incremental
realignment actions, asset impairments as well as for uncollectible customer
account balances, excess inventory and idle production equipment.

Despite the potential for declines in future demand levels and results of
operations, at present, we believe our capital structure is in a strong
position. We have 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.

The extent of the COVID-19 pandemic's effect on our operational and financial
performance will depend in large part on future developments, which cannot be
predicted with confidence at this time. Future developments include the
duration, scope and severity of the COVID-19 pandemic, the actions taken to
contain or mitigate its impact, timing and acceptance of widespread vaccine
availability, and the resumption of normalized global economic activity. Due to
the inherent uncertainty of the unprecedented and rapidly evolving situation, we
are unable to predict with any confidence the likely impact of the COVID-19
pandemic on our future operations.

Beyond the unique risks presented by the COVID-19 pandemic, other critical
factors affecting our ability to succeed include: our ability to create organic
growth through product development, cross-selling and extending product-line
offerings, and our ability to quickly and cost-effectively introduce and
successfully launch new products; our ability to acquire and integrate companies
or products that supplement existing product lines, add new distribution
channels or customers, expand our geographic coverage or enable better
absorption of overhead costs; our ability to manage our cost structure more
efficiently via supply chain management, internal sourcing and/or purchasing of
materials, selective outsourcing and/or purchasing of support functions, working
capital management, and greater leverage of our administrative functions; and
our ability to absorb, or recover via commercial actions, inflationary or other
cost increases.

Our overall business does not experience significant seasonal fluctuation, other
than our fourth quarter, which has tended to be the lowest net sales quarter of
the year due to holiday shutdowns at certain customers or other customers
deferring capital spending to the following year. Given the short-cycle nature
of most of our businesses, we do not consider sales order backlog to be a
material factor. A growing amount of our sales is derived from international
sources, which exposes us to certain risks, including currency risks.

We are sensitive to price movements and availability of our raw materials
supply. Our largest raw material purchases are for resins (such as polypropylene
and polyethylene), steel, aluminum and other oil and metal-based purchased
components. In addition to the factors affecting our 2021 and 2022 results,
there has been some volatility over the past two years as a direct and indirect
result of foreign trade policy, where tariffs on certain of our commodity-based
products sourced from Asia have been instituted, and certain North American
suppliers have opportunistically increased their prices. We will continue to
take actions to mitigate such increases, including implementing commercial
pricing adjustments, resourcing to alternate suppliers and insourcing of
previously sourced products to better leverage our global manufacturing
footprint. Although we believe we are generally able to mitigate the impact of
higher commodity costs over time, we may experience additional material costs
and disruptions in supply in the future and may not be able to pass along higher
costs to our customers in the form of price increases or otherwise mitigate the
impacts to our operating results.

Although we have escalator/de-escalator clauses in commercial contracts with
certain of our customers, or can modify prices based on market conditions to
recover higher costs, our price increases generally lag the underlying material
cost increase, and we cannot be assured of full cost recovery in the open
market. If input costs increase at rapid rates, as they did during 2021, our
ability to recover cost increases on a timely basis is made more difficult by
the lag nature of these contracts.

Our Arrow Engine business in our Specialty Products segment is sensitive to the
demand for natural gas and crude oil in North America. For example, demand for
engine, pump jack and compressor products are impacted by active oil and gas rig
counts and wellhead investment activities. Separately, oil-based commodity costs
are a significant driver of raw materials and purchased components used within
our Packaging segment.

Each year, as a core tenet of the TriMas Business Model, our businesses target
cost savings from Kaizen and continuous improvement initiatives in an effort to
reduce, or otherwise offset, the impact of increased input and conversion costs
through increased throughput and yield rates, with a goal of at least covering
inflationary and market cost increases. In addition, we continuously review our
operating cost structures to ensure alignment with current market demand.

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We continue to evaluate alternatives to redeploy the cash generated by our
businesses, one of which includes returning capital to our shareholders. In
2020, our Board of Directors increased the authorization of share repurchases to
a cumulative amount of $250 million. During third quarter 2022, we purchased
76,167 shares of our outstanding common stock for an aggregate purchase price of
$2.1 million. As of September 30, 2022, we had $112.7 million remaining under
the repurchase authorization.

In addition, in third quarter 2022, we declared dividends of $0.04 per share of
common stock and paid dividends of $1.7 million. We will continue to evaluate
opportunities to return capital to shareholders through the purchase of our
common stock, as well as dividends, depending on market conditions and other
factors.

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Segment information and additional analysis

The following table summarizes the financial information of our segments to be presented for the three months ended September 30, 2022 and 2021 (in thousands of dollars):

Three months completed September 30,

                                                                            As a Percentage                                    As a Percentage
                                                      2022                    of Net Sales                 2021                  of Net Sales
Net Sales
Packaging                                      $       129,700                           59.3  %       $  138,010                           62.1  %
Aerospace                                               45,420                           20.8  %           46,510                           20.9  %
Specialty Products                                      43,410                           19.9  %           37,900                           17.0  %
Total                                          $       218,530                          100.0  %       $  222,420                          100.0  %
Gross Profit
Packaging                                      $        31,210                           24.1  %       $   39,410                           28.6  %
Aerospace                                                8,110                           17.9  %           10,150                           21.8  %
Specialty Products                                       9,010                           20.8  %            8,880                           23.4  %
Total                                          $        48,330                           22.1  %       $   58,440                           26.3  %
Selling, General and Administrative Expenses
Packaging                                      $        13,570                           10.5  %       $   12,070                            8.7  %
Aerospace                                                8,220                           18.1  %            6,160                           13.2  %
Specialty Products                                       2,240                            5.2  %            2,230                            5.9  %
Corporate                                                8,080                               N/A            7,160                               N/A
Total                                          $        32,110                           14.7  %       $   27,620                           12.4  %
Operating Profit (Loss)
Packaging                                      $        17,590                           13.6  %       $   27,340                           19.8  %
Aerospace                                                4,710                           10.4  %            3,980                            8.6  %
Specialty Products                                       6,760                           15.6  %            6,660                           17.6  %
Corporate                                               (8,080)                              N/A           (7,160)                              N/A
Total                                          $        20,980                            9.6  %       $   30,820                           13.9  %
Depreciation
Packaging                                      $         5,490                            4.2  %       $    5,280                            3.8  %
Aerospace                                                1,820                            4.0  %            1,670                            3.6  %
Specialty Products                                         850                            2.0  %              930                            2.5  %
Corporate                                                   30                               N/A               30                               N/A
Total                                          $         8,190                            3.7  %       $    7,910                            3.6  %
Amortization
Packaging                                      $         1,440                            1.1  %       $    2,380                            1.7  %
Aerospace                                                3,010                            6.6  %            2,870                            6.2  %
Specialty Products                                         110                            0.3  %              120                            0.3  %
Corporate                                                    -                               N/A                -                               N/A
Total                                          $         4,560                            2.1  %       $    5,370                            2.4  %











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The following table summarizes the financial information of our reportable segments for the nine months ended September 30, 2022 and 2021 (in thousands of dollars):

End of nine months September 30,

                                                                            As a Percentage                                    As a Percentage
                                                      2022                    of Net Sales                 2021                  of Net Sales
Net Sales
Packaging                                              416,540                           61.2  %          409,730                           63.2  %
Aerospace                                              137,330                           20.2  %          135,680                           21.0  %
Specialty Products                                     126,650                           18.6  %          102,730                           15.8  %
Total                                          $       680,520                          100.0  %       $  648,140                          100.0  %
Gross Profit
Packaging                                              109,350                           26.3  %          113,770                           27.8  %
Aerospace                                               25,760                           18.8  %           30,430                           22.4  %
Specialty Products                                      27,610                           21.8  %           23,600                           23.0  %
Total                                          $       162,720                           23.9  %       $  167,800                           25.9  %
Selling, General and Administrative Expenses
Packaging                                               42,400                           10.2  %           37,090                            9.1  %
Aerospace                                               21,270                           15.5  %           19,840                           14.6  %
Specialty Products                                       6,800                            5.4  %            6,460                            6.3  %
Corporate                                               24,010                               N/A           26,780                               N/A
Total                                          $        94,480                           13.9  %       $   90,170                           13.9  %
Operating Profit (Loss)
Packaging                                               66,720                           16.0  %           76,490                           18.7  %
Aerospace                                                9,300                            6.8  %           10,600                            7.8  %
Specialty Products                                      20,770                           16.4  %           17,190                           16.7  %
Corporate                                              (24,010)                              N/A          (26,780)                              N/A
Total                                          $        72,780                           10.7  %       $   77,500                           12.0  %
Depreciation
Packaging                                               16,690                            4.0  %           15,680                            3.8  %
Aerospace                                                5,730                            4.2  %            5,260                            3.9  %
Specialty Products                                       2,820                            2.2  %            2,710                            2.6  %
Corporate                                                  100                               N/A               90                               N/A
Total                                          $        25,340                            3.7  %       $   23,740                            3.7  %
Amortization
Packaging                                                5,230                            1.3  %            7,180                            1.8  %
Aerospace                                                9,030                            6.6  %            8,630                            6.4  %
Specialty Products                                         340                            0.3  %              340                            0.3  %
Corporate                                                    -                               N/A                -                               N/A
Total                                          $        14,600                            2.1  %       $   16,150                            2.5  %



Results of Operations

The main factors that have impacted us during the three months ended September 30, 2022compared to the three months ended September 30, 2021were:

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

•a sharp decline in demand for beauty and personal care and home care products in our Packaging segment;

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

•the sale of vacant land to Tolleson, Ariz. and the related pre-tax gain recognized in our Aerospace segment.

•the impact of higher energy costs; and

•the termination of our existing currency swaps.

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Three months completed September 30, 2022 Compared to the three months ended
September 30, 2021

Overall, net sales decreased $3.9 million, or 1.7%, to $218.5 million for the
three months ended September 30, 2022, as compared with $222.4 million in the
three months ended September 30, 2021. Our Intertech, Omega and TFI acquisitions
collectively added $12.8 million of sales for third quarter 2022. Organic sales,
excluding the impact of currency exchange and acquisitions, decreased
$10.6 million, as increases in our Specialty Products segment as well as for
food and beverage in our Packaging segment were partially offset by declines of
industrial products and dispensing products that help fight the spread of germs
in our Packaging segment and the expected reduction in sales of customers'
stocking orders for highly-engineered fasteners in our Aerospace segment. In
addition, net sales decreased by $6.1 million due to currency exchange, as our
reported results in U.S. dollars were unfavorably impacted as a result of a
strengthening U.S. dollar relative to foreign currencies.

Gross profit margin (gross profit as a percentage of sales) approximated 22.1%
and 26.3% for the three months ended September 30, 2022 and 2021, respectively.
Gross profit margin decreased due to a less favorable sales mix, primarily as a
result of lower sales of Aerospace segment customers' stocking orders for
highly-engineered fasteners, as well as production inefficiencies resulting from
supply chain constraints and volatility in labor availability during the three
months ended September 30, 2022. In addition, improved recovery of resin costs
in our Packaging segment was more than offset by higher energy costs, primarily
in our Packaging segment's European facilities, higher steel costs in our
Specialty Products segment, and unfavorable currency exchange.

Operating profit margin (operating profit as a percentage of sales) approximated
9.6% and 13.9% for the three months ended September 30, 2022 and 2021,
respectively. Operating profit decreased $9.8 million to $21.0 million in the
three months ended September 30, 2022, from $30.8 million for the three months
ended September 30, 2021, primarily due to lower sales levels, a less favorable
product sales mix, higher energy and steel costs, increased production
inefficiencies resulting from supply chain constraints and volatility in labor
availability, as well as unfavorable currency exchange, all partially offset by
a pre-tax gain of $4.8 million within our Aerospace segment for the sale of
vacant land adjacent to our Tolleson, Arizona manufacturing facility.

Interest expense increased $0.2 million, to $3.6 million for the three months
ended September 30, 2022, compared to $3.4 million for the three months ended
September 30, 2021, due to a higher effective interest rate as a result of lower
notional amounts of cross-currency swaps.

Other income (expense) increased $1.4 million to $0.9 million of income for the
three months ended September 30, 2022, as compared to $0.5 million of expense
for the three months ended September 30, 2021, primarily due to an increase in
foreign currency transaction gains.

The effective income tax rate for the three months ended September 30, 2022 and
2021 was 27.1% and 27.0%, respectively. We recorded income tax expense of $4.9
million and $7.3 million for the three months ended September 30, 2022 and 2021,
respectively.

Net income decreased $6.3 million, to $13.3 million for the three months ended
September 30, 2022, as compared to $19.6 million for the three months ended
September 30, 2021. The decrease was primarily the result of a decrease in
operating profit of $9.8 million and an increase in interest expense of $0.2
million, partially offset by a decrease in income tax expense of $2.3 million
and an increase in other income of $1.4 million.

See below for an analysis of operating results by segment.

Packaging. Net sales decreased $8.3 million, or 6.0%, to $129.7 million in the
three months ended September 30, 2022, as compared to $138.0 million in the
three months ended September 30, 2021. Our recent Intertech and Omega
acquisitions collectively contributed $11.5 million of sales during the three
months ended September 30, 2022. Sales of products used in food and beverage
markets increased by $0.9 million, primarily due to strong demand for closures,
dispensers and flexible packaging as the hospitality sector continues to rebound
from prior COVID-19 pandemic-related shutdowns. Sales of products used in
industrial markets decreased by $2.2 million, primarily as a result of lower
demand for drum closure products in North America. Sales of dispensing products
used in beauty and personal care, as well as home care, applications that help
fight the spread of germs decreased by $13.7 million, primarily due to a
reduction in demand from our large consumer goods customers that are choosing to
rebalance on-hand inventory levels given the current macro-economic environment.
Net sales decreased by $6.1 million due to currency exchange, as our reported
results in U.S. dollars were unfavorably impacted as a result of the
strengthening U.S. dollar relative to foreign currencies, as compared to third
quarter 2021.

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Gross profit decreased $8.2 million to $31.2 million, or 24.1% of sales, in the
three months ended September 30, 2022, as compared to $39.4 million, or 28.6% of
sales, in the three months ended September 30, 2021. During third quarter 2021,
we were impacted by $3 million of higher resin costs than we were able to
recover via commercial actions, while in third quarter 2022, we were generally
able to recover current resin costs. Gross profit declined in third quarter 2022
due to lower sales levels, $2.2 million of higher energy costs, primarily in our
European manufacturing facilities, and $1.6 million of unfavorable currency
exchange, as our reported results in U.S. dollars were impacted as a result of
the strengthening U.S. dollar relative to foreign currencies. Gross profit
margin was also adversely impacted by a less favorable product sales mix.

Selling, general and administrative expenses increased $1.5 million to $13.6
million, or 10.5% of sales, in the three months ended September 30, 2022, as
compared to $12.1 million, or 8.7% of sales, in the three months ended September
30, 2021, primarily due to higher ongoing selling, general and administrative
costs associated with our acquisitions as we continue to integrate them into our
portfolio. Selling, general and administrative expenses would have been
approximately flat year-over-year in third quarter without consideration of the
Omega and Intertech expenses.

Operating profit decreased $9.8 million to $17.6 million, or 13.6% of sales, in
the three months ended September 30, 2022, as compared to $27.3 million, or
19.8% of sales, in the three months ended September 30, 2021, as the impact of
improved recovery of material costs was offset by lower sales levels, a less
favorable product sales mix, higher energy costs, higher selling, general and
administrative expenses and the impact of $0.7 million of unfavorable currency
exchange.

Aerospace.  Net sales for the three months ended September 30, 2022 decreased
$1.1 million, or 2.3%, to $45.4 million, as compared to $46.5 million in the
three months ended September 30, 2021. Our December 2021 acquisition of TFI
contributed $1.3 million in sales. Sales of our fasteners products decreased by
$2.5 million, as increases in demand for fasteners used in new aircraft builds
plus market share gains were more than offset by the expected loss of more than
$6 million of third quarter 2021 sales of customers' stocking orders for
highly-engineered fasteners. Sales of our engineered components products
increased by $0.1 million.

Gross profit decreased $2.0 million to $8.1 million, or 17.9% of sales, in the
three months ended September 30, 2022, from $10.2 million, or 21.8% of sales, in
the three months ended September 30, 2021, primarily due to a less favorable
product sales mix in third quarter 2022, with lower sales of the customers'
stocking orders for highly-engineered fasteners, as well as production
inefficiencies resulting from supply chain constraints and volatility in labor
availability.

Selling, general and administrative expenses increased $2.1 million to $8.2
million, or 18.1% of sales, in the three months ended September 30, 2022, as
compared to $6.2 million, or 13.2% of sales, in the three months ended September
30, 2021, primarily due to higher ongoing selling, general and administrative
costs associated with our acquisition of TFI and due to higher employee-related
costs.

Operating profit increased $0.7 million to $4.7 million, or 10.4% of sales, in
the three months ended September 30, 2022, as compared to $4.0 million, or 8.6%
of sales, in the three months ended September 30, 2021, primarily due to a
$4.8 million pre-tax gain on the sale of vacant land adjacent to our Tolleson,
Arizona manufacturing facility in third quarter 2022, which was largely offset
by a less favorable product sales mix, production inefficiencies resulting from
supply chain constraints and volatility in labor availability and higher
employee-related costs.

Specialty Products.  Net sales for the three months ended September 30, 2022
increased $5.5 million, or 14.5%, to $43.4 million, as compared to $37.9 million
in the three months ended September 30, 2021. Sales of our cylinder products
increased $2.2 million due to higher demand for steel cylinders in North
America, as industrial activity continues to increase from depressed levels as a
result of the COVID-19 pandemic. Sales of engines, compressors and related parts
used in stationary power generation and assistance applications for natural gas
and crude oil extraction increased by $3.3 million, primarily as a result of
higher oil-field activity in North America.

Gross profit increased $0.1 million to $9.0 million, or 20.8% of sales, in the
three months ended September 30, 2022, as compared to $8.9 million, or 23.4% of
sales, in the three months ended September 30, 2021. Gross profit increased in
the third quarter of 2022 due to higher sales levels, while margins decreased
due to higher steel costs as well as a less favorable product sales mix.

Selling, general and administrative expenses remained relatively stable at $2.2 millioni.e. 5.2% of sales, during the three months ended September 30, 2022compared to $2.2 millioni.e. 5.9% of sales, during the three months ended
September 30, 2021.

Operating profit increased $0.1 million to $6.8 million, or 15.6% of sales, in
the three months ended September 30, 2022, as compared to $6.7 million, or 17.6%
of sales, in the three months ended September 30, 2021, primarily due to
increased sales levels which were partially offset by higher steel costs as well
as a less favorable product sales mix.

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

                                                Three months ended September 30,
                                                        2022                        2021
    Corporate operating expenses      $             5.5                            $ 5.5
    Non-cash stock compensation                     2.4                              1.6
    Legacy expenses                                 0.2                              0.1
    Corporate expenses                $             8.1                            $ 7.2


Corporate expenses increased $0.9 million to $8.1 million for the three months
ended September 30, 2022, from $7.2 million for the three months ended September
30, 2021, primarily as a result of an increase in non-cash stock compensation
due to timing differences in expense recognition as well as higher estimated
attainment of awards in three months ended September 30, 2022 compared to the
three months ended September 30, 2021.


Nine month period ended September 30, 2022 Compared to the nine months ended September 30, 2021

Overall, net sales increased $32.4 million, or 5.0%, to $680.5 million for the
nine months ended September 30, 2022, as compared with $648.1 million in the
nine months ended September 30, 2021, primarily as a result of our Intertech,
Omega and TFI acquisitions, which collectively added $37.6 million of sales.
Organic sales, excluding the impact of currency exchange and acquisitions,
increased $8.1 million, as increases of industrial products in our Specialty
Products segment as well as for food and beverage and industrial products in our
Packaging segment were partially offset by declines in dispensing products that
help fight the spread of germs in our Packaging segment, as demand for these
products abated from peak levels following the pandemic, as well as the expected
loss of sales of customers' stocking orders for highly-engineered fasteners in
our Aerospace segment. In addition, net sales decreased by $13.4 million due to
currency exchange, as our reported results in U.S. dollars were unfavorably
impacted as a result of a strengthening U.S. dollar relative to foreign
currencies.

Gross profit margin (gross profit as a percentage of sales) approximated 23.9%
and 25.9% for the nine months ended September 30, 2022 and 2021, respectively.
Gross profit margin decreased primarily due to a less favorable sales mix,
primarily as a result of lower sales of Aerospace segment customers' stocking
orders for highly-engineered fasteners, as well as due to production
inefficiencies resulting from supply chain constraints and volatility in labor
availability during the nine months ended September 30, 2022. In addition,
higher sales and improved recovery of resin costs in our Packaging segment was
offset by higher energy costs, primarily in our European Packaging segment
facilities, higher steel costs in our Specialty Products segment, and
unfavorable currency exchange.

Operating profit margin (operating profit as a percentage of sales) approximated
10.7% and 12.0% for the nine months ended September 30, 2022 and 2021,
respectively. Operating profit decreased $4.7 million, to $72.8 million, for the
nine months ended September 30, 2022, compared to $77.5 million for the nine
months ended September 30, 2021, primarily due to a less favorable product sales
mix, production inefficiencies resulting from supply chain constraints and
volatility in labor availability and unfavorable currency exchange, partially
offset by improved recovery of resin costs, $4.4 million of lower realignment
costs and a pre-tax gain of $4.8 million within our Aerospace segment for the
sale of vacant land adjacent to our Tolleson, Arizona manufacturing facility.

Interest expense decreased $0.6 million, to $10.5 million, for the nine months
ended September 30, 2022, as compared to $11.1 million for the nine months ended
September 30, 2021, due to a lower effective interest rate and a decrease in our
weighted average borrowings.

In the nine months ended September 30, 2021, we incurred $10.5 million of debt
financing and related expenses, of which $10.3 million related to expenses
associated with the redemption of our 2025 Senior Notes and $0.2 million related
to the write-off of previously capitalized deferred financing fees associated
with our Credit Agreement.

Other income (expense) increased $1.7 million to $0.9 million of income for the
nine months ended September 30, 2022, as compared to $0.8 million of expense for
the nine months ended September 30, 2021, primarily due to an increase in
foreign currency transaction gains.

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The effective income tax rate for the nine months ended September 30, 2022 and
2021 was 25.0% and 19.2%, respectively. We recorded tax expense of $15.8 million
for the nine months ended September 30, 2022 as compared to $10.6 million for
the nine months ended September 30, 2021. The rate for the nine months ended
September 30, 2022 is higher than in the prior year as the effective tax rate
for the nine months ended September 30, 2021 was impacted by the recognition of
$3.0 million of deferred tax benefits in Italy, the majority of which related to
a reduction in deferred tax liabilities in connection with certain tax
incentives.

Net income increased by $2.8 million, to $47.3 million for the nine months ended
September 30, 2022, compared to $44.5 million for the nine months ended
September 30, 2021. The increase was primarily the result of a decrease in debt
financing and related expenses of $10.5 million, an increase in other income of
$1.7 million and a decrease in interest expense of $0.6 million, partially
offset by a decrease in operating profit of $4.7 million and an increase in
income tax expense of $5.2 million.

See below for an analysis of operating results by segment.

Packaging.  Net sales increased $6.8 million, or 1.7%, to $416.5 million in the
nine months ended September 30, 2022, as compared to $409.7 million in the nine
months ended September 30, 2021. Our recent Intertech and Omega acquisitions
collectively contributed $33.5 million of sales during the nine months ended
September 30, 2022. Sales of products used in food and beverage markets
increased by $21.1 million, primarily due to strong demand for closures,
dispensers and flexible packaging as the hospitality sector continues to rebound
from prior COVID-19 pandemic-related shutdowns. Sales of products used in
industrial markets increased by $4.8 million, primarily as a result of higher
demand for closure products in North America. Sales of dispensing products used
in beauty and personal care, as well as home care, applications that help fight
the spread of germs decreased by $37.6 million, as COVID-19-related demand
levels have abated for these products from the peak levels, as well as more
recently due to further lower demand from large consumer goods customers who
have communicated they are rebalancing on-hand inventory levels given the
current macro-economic environment. Net sales decreased by $13.2 million due to
currency exchange, as our reported results in U.S. dollars were unfavorably
impacted as a result of the strengthening U.S. dollar relative to foreign
currencies, as compared to the nine months ended 2021.

Packaging's gross profit decreased $4.4 million to $109.4 million, or 26.3% of
sales, in the nine months ended September 30, 2022, as compared to $113.8
million, or 27.8% of sales, in the nine months ended September 30, 2021. During
the first nine months of 2021, we were impacted by $9 million of higher resin
costs than we were able to recover via commercial actions. We have generally
been able to recover such costs during the first nine months of 2022, as market
prices have generally stabilized. The increase in gross profit from higher sales
levels and improved material cost recovery was more than offset by $5.2 million
of higher energy costs, primarily in our European manufacturing facilities, as
well as $3.4 million of currency exchange, as our reported results in U.S.
dollars were unfavorably impacted as a result of the strengthening U.S. dollar
relative to foreign currencies. In addition, gross profit margin declined as a
result of a less favorable product sales mix.

Packaging's selling, general and administrative expenses increased $5.3 million
to $42.4 million, or 10.2% of sales, in the nine months ended September 30,
2022, as compared to $37.1 million, or 9.1% of sales, in the nine months ended
September 30, 2021, primarily due to higher ongoing selling, general and
administrative costs associated with our acquisitions as we integrate them into
our portfolio, as well as higher employee-related expenses as a result of our
realignment actions, partially offset by lower intangible asset amortization
expense due to certain assets becoming fully amortized.

Packaging's operating profit decreased $9.8 million to $66.7 million, or 16.0%
of sales, in the nine months ended September 30, 2022, as compared to $76.5
million, or 18.7% of sales, in the nine months ended September 30, 2021, as the
impact of higher sales levels and improved recovery of material costs was offset
by a less favorable product sales mix, higher energy costs, higher selling,
general and administrative expenses and the impact of $1.7 million of
unfavorable currency exchange.

Aerospace.  Net sales for the nine months ended September 30, 2022 increased
$1.7 million, or 1.2%, to $137.3 million, as compared to $135.7 million in the
nine months ended September 30, 2021. Our December 2021 acquisition of TFI
contributed $4.1 million in sales. Sales of our fasteners products decreased by
$1.8 million, as increases in demand for fasteners used in new aircraft builds
plus market share gains was more than offset by the expected loss of sales of
customers' stocking orders for highly-engineered fasteners that were
predominantly fulfilled throughout 2021. Sales of our engineered components
products decreased by $0.6 million, primarily due to lower end market demand.

Gross profit within Aerospace decreased $4.7 million to $25.8 million, or 18.8%
of sales, in the nine months ended September 30, 2022, from $30.4 million, or
22.4% of sales, in the nine months ended September 30, 2021, primarily due to a
less favorable product sales mix in the first nine months of 2022, with lower
sales of the customers' stocking orders for highly-engineered fasteners, as well
as production inefficiencies resulting from supply chain constraints and
volatility in labor availability.

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Selling, general and administrative expenses increased $1.4 million at $21.3 millioni.e. 15.5% of sales, during the nine months ended September 30, 2022compared to $19.8 millioni.e. 14.6% of sales, during the nine months ended
September 30, 2021primarily due to higher selling, general and administrative costs related to our acquisition of TFI and higher employee-related costs, partially offset by lower third-party costs.

Operating profit within Aerospace decreased $1.3 million to $9.3 million, or
6.8% of sales, in the nine months ended September 30, 2022, as compared to $10.6
million, or 7.8% of sales, in the nine months ended September 30, 2021, as the
impact of a $4.8 million pre-tax gain on the sale of vacant land adjacent to our
Tolleson, Arizona manufacturing facility in third quarter 2022 and higher sales
levels was more than offset by a less favorable product sales mix, production
inefficiencies resulting from supply chain constraints and volatility in labor
availability and higher selling, general and administrative expenses.

Specialty Products.  Net sales for the nine months ended September 30, 2022
increased $23.9 million, or 23.3%, to $126.7 million, as compared to $102.7
million in the nine months ended September 30, 2021. Sales of our cylinder
products increased $15.1 million, due to higher demand for steel cylinders in
North America as industrial activity continues to increase from depressed levels
as a result of the COVID-19 pandemic. Sales of engines, compressors and related
parts used in stationary power generation and assistance applications for
natural gas and crude oil extraction increased by $8.8 million, primarily as a
result of higher oil-field activity in North America.

Gross profit within Specialty Products increased $4.0 million to $27.6 million,
or 21.8% of sales, in the nine months ended September 30, 2022, as compared to
$23.6 million, or 23.0% of sales, in the nine months ended September 30, 2021.
Gross profit increased due to higher sales levels, while margins decreased due
to higher steel costs.

Selling, general and administrative expenses within Specialty Products increased
$0.3 million to $6.8 million, or 5.4% of sales, in the nine months ended
September 30, 2022, as compared to $6.5 million, or 6.3% of sales, in the nine
months ended September 30, 2021, primarily due to higher employment and spending
levels in support of the increase in sales levels.

Specialty Products operating income increased $3.6 million at $20.8 millioni.e. 16.4% of sales, during the nine months ended September 30, 2022compared to $17.2 millioni.e. 16.7% of sales, during the nine months ended
September 30, 2021primarily due to increased sales levels.

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

                                                Nine months ended September 30,
                                                       2022                       2021
     Corporate operating expenses      $           15.9                         $ 18.5
     Non-cash stock compensation                    7.7                            7.3
     Legacy expenses                                0.4                            1.0
     Corporate expenses                $           24.0                         $ 26.8


Corporate expenses decreased $2.8 million to $24.0 million for the nine months
ended September 30, 2022, from $26.8 million for the nine months ended September
30, 2021, primarily as a result of the realignment charges related to the
corporate office legal and finance groups in the nine months ended September 30,
2021.

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Cash and capital resources

Cash flow

Cash flows generated by operating activities were $46.6 million for the nine months ended September 30, 2022compared to $77.7 million for the nine months ended September 30, 2021. The significant variations in cash flows generated by operating activities and the reasons for these variations are as follows:

•For the nine months ended September 30, 2022, the Company generated $88.5
million in cash flows, based on the reported net income of $47.3 million and
after considering the effects of non-cash items related to depreciation,
amortization, (gain) loss on dispositions of assets, changes in deferred income
taxes, stock-based compensation and other operating activities. For the nine
months ended September 30, 2021, the Company generated $110.2 million in cash
flows based on the reported net income of $44.5 million and after considering
the effects of similar non-cash items and debt financing and related expenses.

•Increases in accounts receivable resulted in a use of cash of $14.8 million and
$23.3 million for the nine months ended September 30, 2022 and 2021,
respectively. The increased use of cash for each of the nine 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 by four days
through the nine months ended September 30, 2022, and increased by two days
through the nine months ended September 30, 2021.

•We increased our investment in inventory by $19.0 million and $5.9 million for
the nine months ended September 30, 2022 and 2021, respectively. The increase in
2022 is primarily a result of proactively investing in certain raw materials and
purchased components to protect against supply chain disruptions and potential
cost increases.

•Increases in prepaid expenses and other assets resulted in a use of cash of
$1.2 million and $3.8 million for the nine months ended September 30, 2022 and
2021, respectively. These changes were primarily a result of the timing of
payments made for income taxes and certain operating expenses.

•A decrease in accounts payable and accrued liabilities resulted in a use of
cash of $6.9 million for the nine months ended September 30, 2022, while an
increase in accounts payable and accrued liabilities resulted in a source of
cash of $0.5 million for the nine months ended September 30, 2021. Days accounts
payable on hand remained consistent through the nine months ended September 30,
2022 and 2021. Our days accounts payable on hand fluctuate primarily as a result
of the timing of payments made to suppliers and the mix of vendors and related
terms.

Net cash used for investing activities for the nine months ended September 30,
2022 and 2021 was $69.5 million and $29.7 million, respectively. During the
first nine months of 2022, we invested $31.8 million in capital expenditures, as
we continued our investment in growth, capacity and productivity-related capital
projects, paid $64.1 million, net of cash acquired, to acquire Intertech, and
received proceeds of $26.2 million from the termination of our cross-currency
swap agreements. During the first nine months of 2021, we invested $29.9 million
in capital expenditures. While we sold the land adjacent to our Tolleson,
Arizona manufacturing facility during third quarter 2022, we did not receive the
cash proceeds until October 2022.

Net cash used for financing activities for the nine months ended September 30,
2022 was $37.5 million, while net cash provided by financing activities was
$15.0 million for the nine months ended September 30, 2021. During the nine
months ended September 30, 2022, we purchased $30.0 million of outstanding
common stock, used a net cash amount of $2.4 million related to our stock
compensation arrangements and paid dividends of $5.2 million. During the nine
months ended September 30, 2021, we issued $400.0 million principal amount of
the 2029 Senior Notes, made net repayments of $48.6 million on our revolving
credit facilities, and redeemed $300.0 million principal amount of the 2025
Senior Notes. In connection with refinancing our long-term debt, we paid $13.6
million of debt financing fees and redemption premium. We also purchased $18.2
million of outstanding common stock and used a net cash amount of $4.7 million
related to our stock compensation arrangements.

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Our debt and other commitments

In March 2021, we issued the 2029 Senior Notes in a private placement under Rule
144A of the Securities Act of 1933, as amended. We used the proceeds from the
2029 Senior Notes offering to pay fees and expenses of $5.1 million related to
the offering and pay fees and expenses of $1.1 million related to amending our
Credit Agreement. In connection with the issuance, we completed the redemption
of our 2025 Senior Notes, paying $300.0 million to retire the outstanding
principal amount plus $7.3 million as a redemption premium. The remaining cash
proceeds from the 2029 Senior Notes were used for general corporate purposes,
including repaying all outstanding revolving credit facility borrowings. The
$5.1 million of fees and expenses related to the 2029 Senior Notes were
capitalized as debt issuance costs, while the $7.3 million redemption premium,
as well as $3.0 million of unamortized debt issuance costs associated with the
2025 Senior Notes were recorded as expense within debt financing and related
expenses in the accompanying consolidated statement of income.

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

Prior to April 15, 2024, we may redeem up to 40% of the principal amount of the
2029 Senior Notes at a redemption price of 104.125% of the principal amount,
plus accrued and unpaid interest, if any, to the redemption date, with the net
cash proceeds of one or more equity offerings provided that each such redemption
occurs within 90 days of the date of closing of each such equity offering. In
addition, prior to April 15, 2024, we may redeem all or part of the 2029 Senior
Notes at a redemption price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the redemption date, plus a "make whole"
premium.

For the nine months ended September 30, 2022, our consolidated subsidiaries that
do not guarantee the 2029 Senior Notes represented 25% 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 36% and 12% of the total
guarantor and non-guarantor assets and liabilities, respectively, as of
September 30, 2022, treating the guarantor and non-guarantor subsidiaries each
as a consolidated group.

In March 2021, we amended our Credit Agreement in connection with the issuance
of the 2029 Senior Notes to extend the maturity date. We incurred fees and
expenses of $1.1 million related to the amendment, all of which were capitalized
as debt issuance costs. We also recorded $0.2 million of non-cash expense
related to the write-off of previously capitalized deferred financing fees. The
Credit Agreement consists of a $300.0 million senior secured revolving credit
facility, which permits borrowings denominated in specific foreign currencies,
subject to a $125.0 million sub limit, maturing on March 29, 2026.

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

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

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Amounts drawn under our revolving credit facility fluctuate daily based upon our
working capital and other ordinary course needs. Availability under our
revolving credit facility depends upon, among other things, compliance with our
Credit Agreement's financial covenants. Our Credit Agreement contains various
negative and affirmative covenants and other requirements affecting us and our
subsidiaries, including the ability to, subject to certain exceptions and
limitations, incur debt, liens, mergers, investments, loans, advances, guarantee
obligations, acquisitions, asset dispositions, sale-leaseback transactions,
hedging agreements, dividends and other restricted payments, transactions with
affiliates, restrictive agreements and amendments to charters, bylaws, and other
material documents. The terms of our Credit Agreement require us and our
subsidiaries to meet certain restrictive financial covenants and ratios computed
quarterly, including a maximum total net leverage ratio (total consolidated
indebtedness plus outstanding amounts under the accounts receivable
securitization facility, less the aggregate amount of certain unrestricted cash
and unrestricted permitted investments, as defined, over consolidated EBITDA, as
defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as
defined, over the sum of consolidated cash interest expense, as defined, and
preferred dividends, as defined). Our permitted total net leverage ratio under
the Credit Agreement is 4.00 to 1.00 as of September 30, 2022. If we were to
complete an acquisition which qualifies for a Covenant Holiday Period, as
defined in our Credit Agreement, then our permitted total net leverage ratio
cannot exceed 4.50 to 1.00 during that period. Our actual total net leverage
ratio was 2.00 to 1.00 at September 30, 2022. Our permitted interest expense
coverage ratio under the Credit Agreement is 3.00 to 1.00 as of September 30,
2022. Our actual interest expense coverage ratio was 13.07 to 1.00 at
September 30, 2022. At September 30, 2022, 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 September 30, 2022 (dollars in
thousands). We present Consolidated Bank EBITDA to show our performance under
our financial covenants.

                                                                                      Twelve Months
                                                                                           Ended
                                                                                    September 30, 2022
 Net income                                                                       $             60,150

Adjustments stipulated by the bank:

 Interest expense                                                                               13,910
 Income tax expense                                                                             17,260
 Depreciation and amortization                                                                  53,500

 Non-cash compensation expense(1)                                                                9,860

 Other non-cash expenses or losses                                                                 660
 Non-recurring expenses or costs(2)                                                             11,290
 Extraordinary, non-recurring or unusual gains or losses                                         1,450
 Effects of purchase accounting adjustments                                                      1,160
 Business and asset dispositions                                                                (4,540)
 Net losses on early extinguishment of debt                                                          -
 Permitted acquisitions                                                                          2,800

 Currency gains and losses                                                                        (960)

 Consolidated Bank EBITDA, as defined                                             $            166,540


                                                    September 30, 2022

            Total Indebtedness, as defined(3)      $          333,130
            Consolidated Bank EBITDA, as defined              166,540
            Total net leverage ratio                             2.00   x
            Covenant requirement                                 4.00   x


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