TriMas
:
May 6, 2009

TriMas Corporation Reports First Quarter 2009 Results

BLOOMFIELD HILLS, Mich., May 6 /PRNewswire-FirstCall/ -- TriMas Corporation (NYSE: TRS) today announced financial results for the quarter ended March 31, 2009. The Company reported quarterly net sales from continuing operations of $202.7 million, a decrease of 23.4% from the first quarter of 2008. First quarter 2009 income from continuing operations was $4.1 million, a 46.6% decline from the prior year first quarter. The Company reported first quarter 2009 diluted earnings per share from continuing operations of $0.12, in comparison to $0.23 during the first quarter of 2008, including a ($0.13) per diluted share impact of severance and business restructuring costs, identified as "Special Items,"(1) and a $0.28 per diluted share gain on extinguishment of debt. The Company reduced total indebtedness, including amounts outstanding under its receivables securitization facility, by $87.6 million compared to March 31, 2008. In addition, Free Cash Flow(2) improved significantly during the first quarter of 2009 at $31.7 million, compared to a use of cash of $9.1 million in the first quarter of 2008.

"It comes as no surprise that this was a challenging quarter from an operating standpoint for the majority of our businesses," said David Wathen, TriMas President and Chief Executive Officer. "Sales were slightly lower than we expected, most notably in our Energy Products segment due to recent reductions in drilling activity and lower production levels. Despite our sales decline of approximately 23% in the first quarter, we still expect our overall sales decline to be 15% to 20% in 2009, as compared to the prior year. That said, our cost reduction and leverage-related actions are already having a positive effect on our results and that should continue throughout the year. Compared to the fourth quarter of 2008, we held our gross profit percentage despite 5% lower sales levels, increased Adjusted EBITDA by $4 million, lowered inventory by $16 million and reduced the Company's total indebtedness by $45 million during the first quarter. Our recent actions will reduce our annual interest expense by approximately $6 million."

"We continue to reduce fixed and variable costs, and we are driving productivity and flexibility across our businesses," Wathen said. "We have taken immediate actions to reduce operating expenses, working capital and capital expenditures. We are very focused on cash flow and available liquidity during these uncertain times, and are relatively pleased to exceed our forecast on both during the quarter. We maintain our commitment to delever TriMas and ensure adequate liquidity for our future endeavors."

"As we navigate through these uncertain times, our priorities remain to enhance profitability by being the best cost producer in each industry we serve, to improve the quality of our balance sheet by reducing debt and working capital levels and to deploy capital prudently, focusing on our more profitable end markets and geographies. We believe these steps, in addition to our strong brands, increased end market diversity and exceptional people, will provide a solid foundation for the future and position us for accelerated revenue growth and margin expansion as our markets recover and economic growth resumes," Wathen concluded.

First Quarter Results - From Continuing Operations

  • TriMas reported first quarter net sales of $202.7 million, a decrease of 23.4% in comparison to $264.6 million in the first quarter 2008. Sales in all five segments declined in comparison to the prior year first quarter, primarily due to reductions in demand as a result of continued weak global economic activity, inventory reductions in market channels and reduced consumer discretionary spending. Net sales were also negatively impacted by approximately $7.1 million due to currency exchange, as reported results in U.S. dollars were impacted by weaker foreign currencies.

  • The Company reported operating profit of $4.3 million for the first quarter 2009, a decrease of 84.4% in comparison to operating profit of $27.8 million in the first quarter 2008. Excluding the impact of Special Items, first quarter 2009 operating profit would have been $11.1 million.

  • Adjusted EBITDA(2) for the first quarter 2009 decreased 18.8% to $29.9 million, as compared to $36.8 million in the first quarter 2008. Excluding the pre-tax impact of Special Items of $6.3 million and gain on extinguishment of debt of $15.8 million, first quarter 2009 Adjusted EBITDA would have been $20.3 million.

  • Income from continuing operations for the first quarter 2009 decreased 46.6% to $4.1 million, or $0.12 per diluted share, compared to income from continuing operations of $7.6 million, or $0.23 per diluted share, in the first quarter 2008. These results include the after-tax impacts of Special Items of $4.2 million, or ($0.13) per diluted share, and gain on extinguishment of debt of $9.5 million, or $0.28 per diluted share.

  • Free Cash Flow(1) for the first quarter 2009 increased significantly to $31.7 million, compared to a use of cash of $9.1 million in the first quarter of 2008, primarily due to the improvements in net working capital and the proceeds received from the sale of a non-core business.

  • The Company reduced total indebtedness, including amounts outstanding under its receivables securitization facility, by $87.6 million compared to the end of the first quarter 2008. TriMas ended the quarter with $4.5 million of cash and $142.7 million of aggregate availability under its revolving credit and receivables securitization facilities.

    1. Appendix I details certain one-time costs, expenses and other charges, collectively described as "Special Items," that are included in the determination of net income (loss) under GAAP and are not added back to net income (loss) in determining Adjusted EBITDA, but that management would consider important in evaluating the quality of the Company's Adjusted EBITDA and operating results under GAAP.
    2. See Appendix II for reconciliation of Non-GAAP financial measure Adjusted EBITDA and Free Cash Flow to the Company's reported results of operations prepared in accordance with GAAP. Additionally, see Appendix I for additional information regarding Special Items impacting reported GAAP financial measures.

Profit and Cash Flow Improvement Initiatives

In light of the weak economic conditions and downward trends present in the fourth quarter of 2008 and the first quarter of 2009, the Company accelerated its Profit Improvement Plan to achieve $28 million in cost savings during 2009. The Company is on plan to achieve these savings in 2009 and continues to pursue additional fixed and variable cost saving actions. During the first quarter of 2009, the Company recorded cash and non-cash charges of $3.3 million and $0.5 million, respectively, related to the Profit Improvement Plan.

A key element of the Profit Improvement Plan was the announcement during the first quarter of the Company's plan to close its Mosinee, Wisconsin facility, which manufactures trailer winches, jacks and couplers. The plant closure is expected to be completed by the end of third quarter of 2009. The production from the Mosinee plant operations will be absorbed into lower-cost manufacturing facilities or included in the Company's expanded strategic sourcing initiatives.

In addition to aggressively reducing fixed costs throughout the businesses, the Company continues to focus on productivity and working capital improvement initiatives to maximize cash flow. The productivity projects include, but are not limited to, lean initiatives and manufacturing process improvements, vendor cost-downs, moves to lower-cost manufacturing environments and outsourcing initiatives. The Company has also identified opportunities to reduce the investment in working capital during 2009, and is focused on improving inventory turns in all of its businesses. The Company will also continue to adjust inventory levels consistent with end market demand and will concentrate on further improving receivable and payable ratios. As of March 31, 2009, the Company reduced inventories by $11.9 million and overall net working capital by $21.7 million in comparison to March 31, 2008 levels. The Company expects that planned reductions in working capital in future quarters will result in a significant source of cash flow for the Company over the remainder of 2009.

Financial Position

TriMas ended the quarter with cash of $4.5 million and $142.7 million of aggregate availability under its revolving credit and receivables securitization facilities. The Company reduced total indebtedness, including amounts outstanding under its receivables securitization facility, by $44.8 million during first quarter 2009, and by $87.6 million as compared to March 31, 2008. TriMas ended the quarter with debt of $575.2 million and funding under its receivables securitization facility of $10.0 million, and reported total indebtedness of $585.2 million. During the first quarter of 2009, the Company retired approximately $31.8 million face value of the Company's senior subordinated notes in open market transactions for approximately $16.0 million.

The Company does not have any significant debt maturities under its credit agreement or subordinated notes until 2012. As of March 31, 2009, the Company was in compliance with all debt covenants.

Business Segment Results - From Continuing Operations

Packaging Systems - Sales for the first quarter decreased 26.3% compared to the year ago period, due primarily to a decline in industrial closure product sales resulting from the overall economic slowdown and the unfavorable effects of currency exchange, partially offset by an increase in specialty dispensing product sales and other new product introductions. Operating profit for the quarter decreased in line with the decline in industrial product sales and the unfavorable effects of currency exchange, which were partially offset by reduced selling, general and administrative costs associated with the Company's cost reduction plans. The Company continues to diversify its product offering by developing specialty dispensing product applications for growing end markets, including pharmaceutical, personal care and food/beverage markets, and expanding geographically to generate long-term growth.

Energy Products - First quarter sales decreased 17.5% compared to the year ago period due to reduced demand for specialty gaskets and related fastening hardware, as a result of lower levels of turn-around activity at petrochemical refineries and reduced demand from the chemical industry. Sales of compressor engines and other well-site content also declined, due to a reduction in drilling activity and the deferred completion of previously drilled wells in North America. Operating profit for the quarter decreased as a result of lower sales volumes, material and sourced components cost increases and lower absorption of fixed costs as a result of lower sales volumes, partially offset by reductions in discretionary spend. The Company continues to launch new well-site products to complement its engine business, while expanding its gasket business internationally.

Industrial Specialties - Sales for the first quarter decreased 21.9% due to demand declines in the Company's industrial cylinder, precision cutting tools, specialty fittings and medical device businesses, primarily as a result of the current economic downturn. Higher sales in the defense business contributed positively to the segment's performance, while sales of aerospace fasteners remained relatively flat compared to the year ago period. Operating profit for the quarter decreased primarily due to lower sales volumes, sales of higher-cost inventory and lower absorption of fixed costs, which were partially offset by reduced selling, general and administrative expenses. The Company continues to drive growth in this segment by developing specialty products for growing end markets such as medical and aerospace, while continuing to expand international sales efforts.

RV & Trailer Products - First quarter sales declined 30.7% compared to the year ago period due to continued weak demand in most end markets and the unfavorable effects of currency exchange. Operating profit decreased primarily due to reduced sales volumes, the unfavorable impact of currency exchange and lower absorption of fixed costs as the Company reduced its production to manage inventory levels. This segment was also negatively impacted by $2.9 million in costs associated with the closure of the Mosinee, Wisconsin manufacturing facility and other business restructuring costs. These decreases were partially offset by cost reductions implemented as part of the Company's Profit Improvement Plan. The Company continues to aggressively reduce fixed costs, increase productivity and leverage strong brand positions for increased market share.

Recreational Accessories - Sales decreased 21.6% for the first quarter compared to the year ago period, as the Company continued to experience weak consumer demand for towing products and accessories, as a result of the uncertain economic conditions and reductions in consumer discretionary spending. Operating profit for the quarter declined as a result of lower sales volumes, sales of higher-cost inventory and lower absorption of fixed costs as the Company reduced its production to manage inventory levels, partially offset by cost reductions implemented as part of the Company's Profit Improvement Plan. The Company continues to aggressively reduce fixed costs and is focused on increasing market share in the United States and Canada.

For a complete schedule of Segment Sales and Operating Profit, including Special Items by segment, see page 7 of this release, "Company and Business Segment Financial Information - Continuing Operations."

Conference Call Information

TriMas Corporation will host its first quarter 2009 earnings conference call today, Wednesday, May 6, 2009 at 10:00 a.m. EDT. The call-in number is (866) 804-3550. Participants should request to be connected to the TriMas Corporation first quarter conference call (conference ID number 1358212). The presentation that will accompany the call will be available on the Company's website at www.trimascorp.com prior to the call.

The conference call will also be web cast simultaneously on the Company's website at www.trimascorp.com. A replay of the conference call will be available on the TriMas website or by dialing (866) 219-1444 (access code 1358212) beginning May 6th at 1:00 p.m. EDT through May 13th at 11:59 p.m. EDT.

Cautionary Notice Regarding Forward-looking Statements

Any "forward-looking" statements contained herein, including those relating to market conditions or the Company's financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company's business and industry, the Company's substantial leverage, liabilities imposed by the Company's debt instruments, market demand, competitive factors, the Company's ability to maintain compliance with the listing requirements of the New York Stock Exchange, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Company's accounting policies, future trends, and other risks which are detailed in the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2008, and in the Company's Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.

About TriMas

Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NYSE: TRS) provides engineered and applied products for growing markets worldwide. TriMas is organized into five strategic business segments: Packaging Systems, Energy Products, Industrial Specialties, RV & Trailer Products and Recreational Accessories. TriMas has approximately 4,000 employees at 70 different facilities in 11 countries. For more information, visit www.trimascorp.com.

For more information, contact:
Sherry Lauderback
VP, Investor Relations & Communications
(248) 631-5506
sherrylauderback@trimascorp.com

                                TriMas Corporation
                            Consolidated Balance Sheet
                        (Unaudited - dollars in thousands)

                                                  March 31,    December 31,
                                                    2009            2008
                                                    ----            ----
                      Assets

    Current assets:
      Cash and cash equivalents                    $4,540          $3,910
      Receivables, net                            112,740         104,760
      Inventories                                 172,290         188,950
      Deferred income taxes                        16,970          16,970
      Prepaid expenses and other current
       assets                                       5,860           7,430
      Assets of discontinued operations held
       for sale                                     3,440          26,200
                                                    -----          ------
        Total current assets                      315,840         348,220
    Property and equipment, net                   175,200         181,570
    Goodwill                                      200,690         202,280
    Other intangibles, net                        175,320         178,880
    Other assets                                   18,310          19,270
                                                   ------          ------
        Total assets                             $885,360        $930,220
                                                 ========        ========

       Liabilities and Shareholders' Equity

    Current liabilities:
      Current maturities, long-term debt           $8,890         $10,360
      Accounts payable                             98,150         111,810
      Accrued liabilities                          71,950          66,340
      Liabilities of discontinued operations          990           1,340
                                                      ---           -----
        Total current liabilities                 179,980         189,850
    Long-term debt                                566,280         599,580
    Deferred income taxes                          48,110          51,650
    Other long-term liabilities                    44,530          34,240
                                                   ------          ------
        Total liabilities                         838,900         875,320
                                                  -------         -------
    Preferred stock $0.01 par: Authorized
     100,000,000 shares; Issued and
     outstanding: None                                  -               -
    Common stock, $0.01 par: Authorized
     400,000,000
     shares; Issued and outstanding: 33,582,693
     shares at March 31, 2009 and 33,620,410
     shares at December 31, 2008                      330             330
    Paid-in capital                               527,030         527,000
    Accumulated deficit                          (513,840)       (510,160)
    Accumulated other comprehensive income         32,940          37,730
                                                   ------          ------
        Total shareholders' equity                 46,460          54,900
                                                   ------          ------
        Total liabilities and shareholders'
         equity                                  $885,360        $930,220
                                                 ========        ========



                               TriMas Corporation
                       Consolidated Statement of Operations
          (Unaudited - dollars in thousands, except for share amounts)

                                                      Three months ended
                                                           March 31,
                                                    ----------------------
                                                       2009          2008
                                                       ----          ----
    Net sales                                       $202,710      $264,590
    Cost of sales                                   (156,870)     (194,660)
                                                    --------      --------
      Gross profit                                    45,840        69,930
    Selling, general and administrative
     expenses                                        (41,540)      (42,000)
    Gain (loss) on dispositions of property
     and equipment                                        40           (90)
      Operating profit                                 4,340        27,840
                                                       -----        ------
    Other income (expense), net:
      Interest expense                               (12,490)      (14,710)
      Gain on extinguishment of debt                  15,310             -
      Other, net                                        (700)       (1,190)
                                                        ----        ------
        Other income (expense), net                    2,120       (15,900)
                                                       -----       -------

    Income from continuing operations before
     income tax expense                                6,460        11,940
    Income tax expense                                (2,400)       (4,330)
                                                      ------        ------
    Income from continuing operations                  4,060         7,610
    Income (loss) from discontinued operations,
     net of income tax benefit (expense)              (7,740)          260
                                                      ------           ---
    Net income (loss)                                $(3,680)       $7,870
                                                     =======        ======

    Earnings per share - basic:
        Continuing operations                          $0.12         $0.23
        Discontinued operations, net of income
         tax benefit (expense)                         (0.23)            -
                                                       -----             -

        Net income (loss) per share                   $(0.11)        $0.23
                                                      ======         =====

    Weighted average common shares - basic        33,459,502    33,409,500
                                                  ==========    ==========

    Earnings per share - diluted:
        Continuing operations                          $0.12         $0.23
        Discontinued operations, net of income
         tax benefit (expense)                         (0.23)            -
                                                       -----             -

        Net income (loss) per share                   $(0.11)        $0.23
                                                      ======         =====

    Weighted average common shares - diluted      33,487,526    33,409,770
                                                  ==========    ==========



                                TriMas Corporation
                 Company and Business Segment Financial Information
                               Continuing Operations
                         (Unaudited - dollars in thousands)

                                                            Three months ended
                                                                 March 31,
                                                            ------------------
                                                              2009      2008
                                                              ----      ----
    Packaging Systems
      Net sales                                             $30,250   $41,040
      Operating profit                                       $5,400    $8,610
      Operating profit as a % of sales                         17.9%     21.0%

    Energy Products
      Net sales                                             $40,270   $48,800
      Operating profit                                       $3,520    $7,910
      Operating profit as a % of sales                          8.7%     16.2%

      Special Items to consider in evaluating
       operating profit:
        - Severance and business restructuring costs          $(200)       $-

          Excluding Special Item, operating profit would
           have been:                                        $3,720    $7,910

    Industrial Specialties
      Net sales                                             $41,740   $53,470
      Operating profit                                       $6,330   $11,160
      Operating profit as a % of sales                         15.2%     20.9%

      Special Items to consider in evaluating
       operating profit:
        - Severance and business restructuring costs          $(270)       $-

          Excluding Special Items, operating profit
           would have been:                                  $6,600   $11,160

    RV & Trailer Products
      Net sales                                             $35,090   $50,670
      Operating profit (loss)                               $(2,190)   $2,750
      Operating loss as a % of sales                             NM       5.4%

      Special Items to consider in evaluating
       operating profit (loss):
        - Severance and business restructuring costs        $(2,930)       $-

          Excluding Special Items, operating profit
           would have been:                                    $740    $2,750

    Recreational Accessories
      Net sales                                             $55,360   $70,610
      Operating profit (loss)                               $(1,160)   $2,630
      Operating loss as a % of sales                             NM       3.7%

      Special Items to consider in evaluating
       operating profit (loss):
        - Severance and business restructuring costs          $(410)       $-

          Excluding Special Items, operating profit
           (loss) would have been:                            $(750)   $2,630

    Corporate Expenses                                      $(7,560)  $(5,220)

      Special Items to consider in evaluating
       corporate expenses:
        - Severance and business restructuring costs        $(2,940)       $-

          Excluding Special Items, corporate expenses
           would have been:                                 $(4,620)  $(5,220)


    Total Company
      Net sales                                            $202,710  $264,590
      Operating profit                                       $4,340   $27,840
      Operating profit as a % of sales                          2.1%     10.5%

      Total Special Items to consider in evaluating
       operating profit:                                    $(6,750)       $-

          Excluding Special Items, operating profit
           would have been:                                 $11,090   $27,840

      Other Data:
        - Depreciation and amortization                     $10,410   $10,150
                                                            -------   -------
        - Interest expense                                  $12,490   $14,710
                                                            -------   -------
        - Gain on extinguishment of debt, net               $15,310        $-
                                                            -------        --
        - Other expense, net                                   $700    $1,190
                                                               ----    ------



    Appendix I
                                TriMas Corporation
              Additional Information Regarding Special Items Impacting
                          Reported GAAP Financial Measures
                                   (Unaudited)


                                        Three months ended  Three months ended
                                          March 31, 2009      March 31, 2008
      (dollars in thousands, except       ----------------------------------
       per share amounts)                 Income      EPS   Income       EPS
                                          ------      ---   ------       ---

      Income and EPS from continuing
       operations, as reported            $4,060     $0.12  $7,610      $0.23
                                          ======     =====  ======      =====

      After-tax impact of Special
       Items to consider in evaluating
       quality of income and EPS from
       continuing operations:
        Severance and business
         restructuring costs              (4,200)    (0.13)      -          -
                                          ------     -----       -          -

      Excluding Special Items, income
       and EPS from continuing operations
       would have been                    $8,260     $0.25  $7,610      $0.23
                                          ======     =====  ======      =====

        After-tax impact of gain on
         extinguishment of debt            9,520      0.28       -          -
                                           -----      ----       -          -

      Excluding Special Items and gain
       on extinguishment of debt,
       income and EPS from continuing
       operations would have been        $(1,260)   $(0.03) $7,610      $0.23
                                         =======    ======  ======      =====

        Weighted-average shares
         outstanding at
         March 31, 2009 and 2008                33,487,526         33,409,770
                                                ==========         ==========



                                                            Three months ended
                                                                 March 31,
                                                               -------------
      (dollars in thousands)                                   2009     2008
                                                               ----     ----

      Operating profit from continuing operations, as
       reported                                               $4,340  $27,840
                                                              ======  =======

      Special Items to consider in evaluating quality
       of earnings:
        Severance and business restructuring costs           $(6,750)      $-

      Excluding Special Items, operating profit from
       continuing operations would have been                 $11,090  $27,840
                                                             =======  =======



                                                            Three months ended
                                                                 March 31,
                                                               -------------
      (dollars in thousands)                                   2009     2008
                                                               ----     ----

      Adjusted EBITDA from continuing operations, as
       reported                                              $29,870  $36,780
                                                             =======  =======

      Special Items to consider in evaluating quality
       of earnings:
        Severance and business restructuring costs           $(6,260)      $-

      Excluding Special Items, Adjusted EBITDA from
       continuing operations would have been                 $36,130  $36,780
                                                             =======  =======

        Gross gain on extinguishment of debt                 $15,820       $-
                                                             -------       --

      Excluding Special Items and gain on extinguishment
       of debt, Adjusted EBITDA from continuing operations
       would have been                                       $20,310  $36,780
                                                             =======  =======



    Appendix II
                                TriMas Corporation
       Reconciliation of Non-GAAP Measure Adjusted EBITDA(1) and Free Cash
                                     Flow(2)
                                   (Unaudited)

                                                      Three months ended
                                                           March 31,
                                                       ----------------
      (dollars in thousands)                             2009     2008
                                                         ----     ----
      Net income (loss)                                $(3,680)  $7,870
        Income tax expense (benefit)                    (2,490)   4,480
        Interest expense                                12,530   14,760
        Debt extinguishment costs                          510        -
        Depreciation and amortization                   11,760   10,750
                                                        ------   ------

      Adjusted EBITDA, total company                    18,630   37,860

      Adjusted EBITDA, discontinued operations         (11,240)   1,080

                                                       -------  -------
      Adjusted EBITDA, continuing operations           $29,870  $36,780
        Special Items                                    6,260        -
        Non-cash gross gain on extinguishment of debt  (15,820)       -
        Cash interest                                   (4,770)  (5,930)
        Cash taxes                                      (2,440)  (2,390)
        Capital expenditures                            (3,280)  (6,190)
        Changes in operating working capital             2,300  (31,370)
                                                         -----  -------
        Free Cash Flow from operations before Special
         Items                                          12,120   (9,100)
        Cash paid for Special Items                       (960)       -
        Net proceeds from sale of business              20,580        -
                                                        ------        -
      Free Cash Flow                                   $31,740  $(9,100)
                                                       =======  =======

    (1) The Company defines Adjusted EBITDA as net income (loss) before
        cumulative effect of accounting change, interest, taxes, depreciation,
        amortization, non-cash asset and goodwill impairment write-offs, and
        non-cash losses on sale-leaseback of property and equipment. Lease
        expense and non-recurring charges are included in Adjusted EBITDA and
        include both cash and non-cash charges related to restructuring and
        integration expenses. In evaluating our business, management considers
        and uses Adjusted EBITDA as a key indicator of financial operating
        performance and as a measure of cash generating capability. Management
        believes this measure is useful as an analytical indicator of leverage
        capacity and debt servicing ability, and uses it to measure financial
        performance as well as for planning purposes. However, Adjusted EBITDA
        should not be considered as an alternative to net income, cash flow
        from operating activities or any other measures calculated in
        accordance with U.S. GAAP, or as an indicator of operating
        performance. The definition of Adjusted EBITDA used here may differ
        from that used by other companies.

    (2) The Company defines Free Cash Flow as Adjusted EBITDA from continuing
        operations, plus Special Items and net proceeds from sale of
        businesses, less cash paid for interest, taxes and Special Items,
        capital expenditures, changes in operating working capital and non-
        cash (gains) losses on debt extinguishment. As detailed in Appendix I,
        for purposes of determining Free Cash Flow, Special Items, net,
        include those one-time costs, expenses and other charges incurred on a
        cash basis that are included in the determination of net income (loss)
        under GAAP and are not added back to net income (loss) in determining
        Adjusted EBITDA, but that management would consider important in
        evaluating the quality of the Company's Free Cash Flow, as defined.

SOURCE TriMas Corporation