UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   May 10, 2005  


TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-100351 38-2687639
(State or other jurisdiction of incorporation) (Commission
File Number)
(IRS Employer
Identification No.)
39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code   (248) 631-5450  


Not Applicable
(Former name or former address, if changed since last report.)

Item 2.02. Results of Operations and Financial Condition.

The Company's only public security holders are holders of its 9 7/8% senior subordinated notes due 2012. The Company issued a press release and held a teleconference on May 10, 2005 reporting its financial results for the quarter ending March 31, 2005. Audio replay of the teleconference will be accessible for at least five business days from the date of the teleconference and a copy of the visual presentation that was used for the teleconference is available at www.trimascorp.com.

Item 9.01. Financial Statements and Exhibits.

(c)  Exhibits. The following exhibits are filed herewith:
Exhibit No.  Description
99.1  Press Release
99.2  TriMas Corporation (the "Company") visual presentation titled
"2005 First Quarter Review Public Earnings Call"
is available at http://www.trimascorp.com.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  TRIMAS CORPORATION
Date:   May 10, 2005   By: /s/ E. R. Autry  
Name:  E. R. Autry
Title:    Chief Financial Officer




  For more information, contact:
  E.R. "Skip" Autry
Chief Financial Officer
TriMas Corporation
(248) 631-5496

MEDIA RELEASE

TRIMAS CORPORATION REPORTS
IMPROVED FIRST QUARTER RESULTS

BLOOMFIELD HILLS, MICH. – May 10, 2005 – TriMas Corporation today announced its financial results for the three months ended March 31, 2005. Compared to the prior year first quarter period, sales increased 12.2% to $292.7 million from $260.9 million. First quarter operating profit improved to $23.3 million from $20.1 million in first quarter 2004 and net income increased 13.1% to $2.5 million in 2005 from $2.2 million in 2004. First quarter 2005 diluted earnings per share was $0.13 versus $0.11 in the comparable period a year ago.

First Quarter Highlights

•  The Company's 2005 first quarter net sales increased 12.2% to $292.7 million, from $260.9 million for the three months ended March 31, 2004. Excluding the impact of steel price increases recovered from customers, sales increased 6.2% compared to the prior year's first quarter, as each of the Company's business segments maintained positive year-over-year sales momentum. After adjusting for steel price increases, sales at Rieke Packaging Systems increased 10.4%, at Cequent Transportation Accessories 1.9%, at Fastening Systems 3.5%, and at Industrial Specialties 15.0%, when compared to the first quarter a year ago.
•  Operating profit improved 15.4% or $3.1 million as compared to the same period a year ago and reflected continued strong earnings momentum in three of the Company's four business segments. Operating profit margin as a percent of sales improved slightly at 7.9% for the first quarter 2005 compared to 7.7% for the same period a year ago.
•  Expenses related to plant consolidation and restructuring activities were reduced $3.9 million compared to the first quarter of 2004. Additionally, labor and other variable costs were reduced in

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  the quarter. These reductions in cost were offset by material margin erosion primarily in our Cequent segment.
•  The Company reported net income of $2.5 million, or $0.13 per share in the quarter ended March 31, 2005, compared to net income of $2.2 million or $0.11 per share in the first quarter 2004. This represented an increase in reported net income of 13.1% in first quarter 2005 compared to first quarter 2004.

Grant Beard, TriMas' President and Chief Executive Officer commented, "The first quarter represented solid year-over-year growth in sales and we continued our positive earnings momentum in Rieke Packaging Systems, Fastening Systems and Industrial Specialties. The overall fundamentals within TriMas' businesses remain strong: our restructuring initiatives are behind us, steel prices appear to be stabilizing and we have aligned our cost structure consistent with expected customer demand levels. However, we encountered some difficult challenges within Cequent Transportation Accessories which negatively impacted our anticipated earnings performance. Specifically, we experienced a softening of demand for towing products in the wholesale distributor and installer markets due to the existence of adequate inventory levels in these channels. Additionally, sales in the first quarter of last year were extremely strong as our customers bought ahead of steel-related price increases, thus making the comparison between 2005 and 2004 less favorable. In 2005, we also saw significant competitor price pressure in certain of our markets, most severely with our aftermarket retail channel customers. Factors giving rise to these challenges have been identified and we are implementing aggressive actions to address the matters noted. That said, TriMas expects to drive earnings growth and debt reduction for the enterprise as we work through 2005."

The Company also announced that it was withdrawing its pending S-1 registration statement for the initial public offering of its equity securities at this time due to unfavorable market conditions. The registration statement had not been declared effective and no securities were sold.

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First Quarter Financial Summary


(unaudited - - in millions, except per share amounts) For the Quarter Ended March 31
  2005 2004 % Change
Sales $ 292.7   $ 260.9     12.2
Operating income $ 23.3   $ 20.1     15.4
Net income $ 2.5   $ 2.2     13.1
Earnings per share $ 0.13   $ 0.11     18.2
Other Data:                  
- Depreciation and amortization, as reported $ 10.5   $ 10.2     2.7
- Interest expense $ 18.2   $ 16.3     11.8
- Other expense, net $ 1.1   $ 0.3     263.3
- Income tax expense $ 1.4   $ 1.3     N/A  
- Effective tax rate   36   37   N/A  

Segment Results

Rieke Packaging Systems

Rieke's 2005 first quarter sales of $34.1 million increased 12.2% compared to the 2004 first quarter (10.4% excluding the impact of steel recovery) as sales momentum established in the second half of 2004 continued in Rieke's core industrial closure products and consumer product dispensing applications. Operating profit increased 22.2% to $7.3 million during the first quarter 2005 from $5.9 million in first quarter 2004, as Rieke continued to benefit from the ramp-up and growth in sales of new products. Rieke launched another eight new pump dispensing products during the first quarter 2005 and expects to realize increasing sales from both recent and anticipated additional new product launches during the remainder of 2005.

Cequent Transportation Accessories

Cequent's 2005 first quarter sales of $140.6 million represented an increase of 8.6% compared to the first quarter 2004. After adjusting for steel price increases recovered from customers, sales increased approximately 1.9% compared with the first quarter 2004, as demand for towing products softened in the wholesale distributor and installer channels. Also, in first quarter 2004, Cequent experienced unusually strong demand as customers bought ahead in anticipation of pricing surcharges during the second half of 2004 due to rising steel costs. Operating profit declined $1.5 million to $12.3 million, or 8.7% of sales in the three months ended March 31, 2005 from $13.8 million, or 10.7% of sales in the same period a year ago due principally to severe competitor pricing pressure in the retail channel.

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Industrial Specialties Group

In the first quarter 2005, sales within Industrial Specialties increased 18.4% to $73.8 million from $62.4 million during the first quarter 2004. After adjusting for steel price increases recovered from customers, sales were still 15.0% higher compared to the same period a year ago as four of the group's six businesses continued to experience strong demand driven by new products, market share gains and economic expansion. Notably, we achieved record quarterly sales (18.2% increase year-over-year) within our specialty gasket business which benefited from significant oil refinery "turnaround" activity at several major customers, while sales in our specialty engine and replacement parts business increased 56.1% compared to first quarter 2004 as a result of high levels of drilling activity in the U.S. and Canada. Operating profit in the first quarter 2005 increased 10.7% to $8.5 million (11.5% of sales) from $7.7 million (12.3 % of sales) in first quarter 2004.

Fastening Systems Group

Sales of the Fastening Systems group in first quarter 2005 increased 14.2% to $44.2 million from $38.7 million in first quarter 2004. After adjusting for steel price increases recovered from customers, sales increased approximately 3.5% as compared to the first quarter 2004. Sales within our aerospace fasteners business during the quarter improved 8.9% compared to first quarter 2004 as manufacturers and distributors replenish inventory stocks. Sales of industrial fasteners in the quarter increased approximately 18% or $4.6 million compared to the first quarter 2004, due primarily to steel price increases now being recovered from customers. Operating profit improved $2.4 million to $0.8 million from an operating loss of $1.6 million in first quarter 2004. During first quarter 2004, the Company incurred approximately $3.0 million of increased costs related to the consolidation of its Lakewood, Ohio manufacturing facility into our Frankfort, Indiana facility, which was largely completed by the fourth quarter 2004.

Financial Position

TriMas ended the first quarter with total assets of $1,539.9 million, debt of $753.9 million and $59.5 million outstanding under its receivables securitization facility. Net cash used by operating activities for the quarter ended March 31, 2005, was $11.4 million, which funded the increase in accounts receivable due to higher sales in the quarter. In the first quarter 2004, net cash provided by operating activities was $21.6 million, as the sale of receivables into the Company's securitization facility more than offset the net increase in working capital associated higher sales and increased inventory levels.

Conference Call

TriMas will broadcast its first quarter earnings conference call on Tuesday, May 10, 2005 at 10:00 a.m. EDT. President and Chief Executive Officer Grant Beard and Chief Financial Officer E.R. "Skip" Autry will discuss the Company's recent financial performance and respond to questions from the investment community.

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To participate by phone, please dial: (888) 721-4088. Callers should ask to be connected to the TriMas first quarter conference call (reservation number 21246376). If you are unable to participate during the live teleconference, a replay of the conference call will be available beginning May 10th at 12:30 pm. EDT through May 17th at 12:30 p.m. EDT. To access the replay, please dial: (800) 633-8284 and use reservation number 21246376.

Cautionary Notice Regarding Forward-Looking Statements

This release contains "forward-looking" statements, as that term is defined by the federal securities laws, about our financial condition, results of operations and business. Forward-looking statements include: certain anticipated, believed, planned, forecasted, expected, targeted and estimated results along with TriMas' outlook concerning future results. When used in this release, the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts," or future or conditional verbs, such as "will," "should," "could," or "may," and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including without limitation, management's examination of historical operating trends and data, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for these views. However, there can be no assurance that management's expectations, beliefs and projections will be achieved. These forward-looking statements are subject to numerous assumptions, risks and uncertainties and accordingly, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution readers not to place undue reliance on the statements, which speak to conditions only as of the date of this release. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. Risks and uncertainties that could cause actual results to vary materially from those anticipated in the forward-looking statements included in this release include general economic conditions in the markets in which we operate and industry-based factors such as: technological developments that could competitively disadvantage us, increases in our raw material, energy, and healthcare costs, our dependence on key individuals and relationships, exposure to product liability, recall and warranty claims, compliance with environmental and other regulations, and competition within our industries. In addition, factors more specific to us could cause actual results to vary materially from those anticipated in the forward-looking statements included in this release such as our substantial leverage, limitations imposed by our debt instruments, our ability to successfully pursue our stated growth strategies and opportunities, as well as our ability to identify attractive and other strategic acquisition opportunities and to successfully integrate acquired businesses and complete actions we have identified as providing cost-saving opportunities.

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TriMas Corporation
Consolidated Balance Sheet
March 31, 2005 and December 31, 2004
(unaudited - dollars in thousands)


  March 31, 2005 December 31, 2004
Assets            
Current assets:            
Cash and cash equivalents $ 3,920   $ 3,090  
Receivables   127,370     93,390  
Inventories   176,600     180,040  
Deferred income taxes   17,530     17,530  
Prepaid expenses and other current assets   7,320     8,450  
Total current assets   332,740     302,500  
Property and equipment, net   193,330     198,610  
Goodwill   655,650     657,980  
Other intangibles, net   300,930     304,910  
Other assets   57,280     58,200  
Total assets $ 1,539,930   $ 1,522,200  
Liabilities and Shareholders' Equity            
Current liabilities:            
Current maturities, long-term debt $ 2,890   $ 2,990  
Accounts payable   132,900     135,230  
Accrued liabilities   74,640     68,180  
Due to Metaldyne   2,740     2,650  
Total current liabilities   213,170     209,050  
Long-term debt   750,960     735,030  
Deferred income taxes   133,390     133,540  
Other long-term liabilities   34,190     35,160  
Due to Metaldyne.   4,260     4,260  
Total liabilities   1,135,970     1,117,040  
Commitments and contingencies (Note 9)            
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: 20,010,000 shares
  200     200  
Paid-in capital   399,530     399,450  
Retained deficit.   (37,920   (40,430
Accumulated other comprehensive income.   42,150     45,940  
Total shareholders' equity   403,960     405,160  
Total liabilities and shareholders' equity $ 1,539,930   $ 1,522,200  

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TriMas Corporation
Consolidated Statement of Operations
For the Three Months Ended
March 31, 2005 and 2004
(Unaudited — in thousands, except for per share amounts)


  Three Months Ended March 31,
  2005 2004
Net sales $ 292,750   $ 260,900  
Cost of sales   (227,210   (196,800
Gross profit   65,540     64,100  
Selling, general and administrative expenses   (42,530   (43,710
Gain (loss) on dispositions of property and equipment   240     (250
Operating profit   23,250     20,140  
Other expense, net:            
Interest expense   (18,240   (16,310
Other expense, net   (1,090   (300
Other expense, net   (19,330   (16,610
Income (loss) before income tax (expense) benefit   3,920     3,530  
Income tax (expense) benefit   (1,410   (1,310
Net income $ 2,510   $ 2,220  
             
Basic earnings per share $ 0.13   $ 0.11  
             
Diluted earnings per share $ 0.13   $ 0.11  
             
Weighted average common shares – basic   20,010,000     20,010,000  
Weighted average common shares – diluted   20,010,000     20,431,050  

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TriMas Corporation
Consolidated Statement of Cash Flows
For the Three Months Ended
March 31, 2005 and 2004
(Unaudited — in thousands)


  Three Months Ended March 31,
  2005 2004
             
Cash Flows from Operating Activities:            
Net income $ 2,510   $ 2,220  
Adjustments to reconcile net income to net cash provided by (used for) operating activities, net of acquisition impact:            
(Gain) loss on dispositions of property and equipment   (240   250  
Depreciation and amortization   10,510     10,230  
Non-cash compensation expense   80      
Amortization of debt issue costs   1,230     1,180  
Net proceeds from accounts receivable securitization   26,560     56,890  
Payment to Metaldyne to fund contractual liabilities       (1,980
Increase in receivables   (60,540   (44,910
Decrease (increase) in inventories   3,440     (10,460
Decrease (increase) in prepaid expenses and other assets   860     (2,630
Increase in accounts payable and accrued liabilities   3,820     12,460  
Other, net   420     (1,620
Net cash provided by (used for) operating activities, net of acquisition impact   (11,350   21,630  
Cash Flows from Investing Activities:            
Capital expenditures   (4,550   (14,820
Proceeds from sales of fixed assets   940     200  
Acquisition of businesses, net of cash acquired       (5,430
Net cash used for investing activities   (3,610   (20,050
Cash Flows from Financing Activities:            
Repayments of borrowings on senior credit facility   (720   (720
Proceeds from borrowings on revolving credit facility   286,810     164,500  
Repayments of borrowings on revolving credit facility   (270,200   (157,500
Payments on notes payable   (100   (7,720
Net cash provided by (used for) financing activities   15,790     (1,440
Cash and Cash Equivalents:            
Increase for the period   830     140  
At beginning of period   3,090     6,780  
At end of period $ 3,920   $ 6,920  
Supplemental disclosure of cash flow information:            
Cash paid for interest $ 5,780   $ 5,070  
Cash paid for taxes $ 3,600   $ 2,000  

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TriMas Corporation
Company and Business Segment Financial Information
For the Three and Twelve Months Ended
March 31, 2005 and 2004


(unaudited - - in thousands) Three Months Ended
March 31,
LTM Ended
March 31,
  2005 2004 2005 2004
Rieke Packaging Systems                        
Net sales $ 34,070   $ 30,370   $ 132,920   $ 119,200  
Operating profit $ 7,270   $ 5,950   $ 31,290   $ 24,510  
                         
Cequent Transportation Accessories                        
Net sales $ 140,650   $ 129,480   $ 522,470   $ 458,000  
Operating profit $ 12,280   $ 13,820   $ 50,070   $ 44,200  
                         
Industrial Specialties Group                        
Net sales $ 73,840   $ 62,360   $ 260,160   $ 226,420  
Operating profit $ 8,510   $ 7,690   $ 21,020   $ 15,160  
                         
Fastening Systems                        
Net sales $ 44,190   $ 38,690   $ 161,460   $ 144,710  
Operating profit (loss) $ 820   $ (1,550 $ (15,050 $ (14,590
    
Total Company                  
Net sales $ 292,750   $ 260,900   $ 1,077,010   $ 948,330  
Operating profit $ 23,250   $ 20,140   $ 65,470   $ 43,910  
Corporate expenses and management fee $ 5,630   $ 5,770   $ 21,860   $ 25,370  
Other Data:                        
- Depreciation and amortization, as reported $ 10,510   $ 10,230   $ 44,790   $ 53,950  
  Customer intangible adjustments $ -   $ - -   $ (4,490 $ (11,000
  $ 10,510   $ 10,230   $ 40,300   $ 42,950  
- Interest expense $ 18,240   $ 16,310   $ 69,580   $ 64,710  
- Other expense, net $ 1,090   $ 300   $ 1,980   $ 560  
- Income tax expense (benefit) $ 1,410   $ 1,310   $ (4,190 $ 330  
- Impairments and Other Charges:                        
• Asbestos litigation defense costs $ 400   $ - -   $ 3,100   $ -  
• Asset impairment $ -   $ -   $ 10,650   $ - -  
• Customer intangible adjustments $ -   $ - -   $ 4,490   $ 11,000  
• Goodwill impairment $ -   $ -   $ - -   $ 7,600  
• Loss on sale-leaseback of property & equipment $ -   $ - -   $ -   $ 5,660  
• Equity offering costs $ -   $ -   $ 1,140   $ - -  
• Legacy stock expense $ - -   $ -   $ - -   $ 3,560  

About TriMas

Headquartered in Bloomfield Hills, Mich., TriMas is a diversified growth company of high-end, specialty niche businesses manufacturing a variety of products for commercial, industrial and consumer markets worldwide. TriMas is organized into four strategic business groups: Cequent Transportation Accessories, Rieke Packaging Systems, Fastening Systems, and Industrial Specialties. TriMas has nearly 5,000 employees at 80 different facilities in 10 countries. For more information, visit www.trimascorp.com.

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2005 First Quarter Review

Public Earnings Call

May 10, 2005

A Heartland Industrial Partners’ Company

 

This document contains “forward-looking” statements, as that term is defined by the federal securities laws, about our financial
condition, results of operations and business. Forward-looking statements include certain anticipated, believed, planned, forecasted,
expected, targeted and estimated results along with TriMas’ outlook concerning future results. The words “estimates,” “expects,”
“anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” or future or conditional verbs, such as “will,” “should,” “could,”
or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-
looking statements, including, without limitation, management’s examination of historical operating trends and data are based upon
our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we
believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and
projections will be achieved. These forward-looking statements are subject to numerous assumptions, risks and uncertainties and
accordingly, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution
readers not to place undue reliance on the statements, which speak only as of the date of this document. The cautionary statements set
forth above should be considered in connection with any subsequent written or oral forward-looking statements that we or persons
acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to
release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this document or to
reflect the occurrence of unanticipated events. Risks and uncertainties that could cause actual results to vary materially from those
anticipated in the forward-looking statements included in this document include general economic conditions in the markets in which
we operate and industry-based factors such as: technological developments that could competitively disadvantage us, increases in our
raw material, energy, and healthcare costs, our dependence on key individuals and relationships, exposure to product liability, recall
and warranty claims, compliance with environmental and other regulations, and competition within our industries. In addition,
factors more specific to us could cause actual results to vary materially from those anticipated in the forward-looking statements
included in this document such as our substantial leverage, limitations imposed by our debt instruments, our ability to successfully
pursue our stated growth strategies and opportunities, including our ability to identify attractive and other strategic acquisition
opportunities and to successfully integrate acquired businesses and complete actions we have identified as providing cost
-saving opportunities.

Safe Harbor Statement

1

 

Agenda

2005 First Quarter Financial Highlights                                                                                                                                                     

2005 First Quarter Operating Highlights

2005 First Quarter Financial Performance

TriMas Capitalization

TriMas Corporation - 2005 Focus and Priorities

Q&A

Appendix

2

 

2005 First Quarter Financial Highlights

TriMas had sales of $292.7 million in the quarter, representing an increase of $31.8 million or 12.2% over  Q1 2004.  
Excluding steel surcharges recovered from customers, sales still increased a solid 6.2% over first quarter 2004.

With the exception of our Cequent Transportation Accessories segment, each of our business segments had
strong year-over-year  revenue growth in the quarter reflecting new product introductions, market share gains
and overall economic expansion.

Adjusted for recovery of steel price increases, sales levels at Rieke, Cequent, Industrial Specialties and
Fastening Systems increased 10.4%, 1.9%, 15.0% and 3.5%, respectively, on a unit volume basis.

Adjusted EBITDA within the quarter was $32.7 million,  representing an increase of $2.6 million or 8.6% compared
to Q1 2004.

The Company reported Q1 2005 operating income of $23.2 million, an increase of $3.1 million over the operating
income of $20.1 million in Q1 2004.

Operating income reported in Q1 2005 includes a negative gross margin impact of approximately $1.5 million
due to steel cost increases not recovered from customers.

Expenses related to plant consolidation and restructuring activities decreased $3.9 million to $1.5 million in Q1
2005 compared to $5.4 million in Q1 2004.

Excluding the impact of steel, reductions in labor and other variable costs during the quarter were more than
offset by pricing compression in Cequent’s retail aftermarket business and increases in non-steel material costs
including resins, energy, and freight.

First quarter 2005 net income was $2.5 million or $0.13 per share versus first quarter 2004 net income of $2.2
million or $0.11 per share.  This represented an increase in reported net income of 13.1% in Q1 2005 versus Q1
2004.

3

 

2005 First Quarter Financial Highlights

Increased steel costs continued to challenge operating margins in the quarter with its most direct impact on our
Cequent and Fastening Systems businesses.  Unrecovered steel costs negatively impacted EBITDA within the
quarter by approximately $1.5 million.  

TriMas believes it is currently recovering approximately 85% of steel cost increases from customers via
pricing; however we were also challenged during the quarter with non-steel cost increases including amounts
paid for  resins, energy, and freight.

TriMas ended the quarter with $813.4 million of combined debt and receivables securitization compared to $786.0
million at December 31, 2004 and $792.0 million at March 31, 2004.  

The approximate $27 million increase in leverage from year end is due primarily to higher accounts
receivable balances at March 31, 2005 as a result of increased sales during the quarter.

The Company’s bank LTM EBITDA was $149.2 million which supports our lending ratios:

The Company’s leverage ratio was 5.45x vs. the leverage covenant of 5.50x.

The interest coverage ratio was 2.25x vs. the interest coverage covenant of 2.00x.

4

 

2005 First Quarter Operating Highlights

Cequent Transportation Accessories

First quarter 2005 sales increased $11.1 million to $140.6 million, or 8.6%, from amounts reported in Q1 2004
of $129.5 million.  Excluding the impacts of steel, sales in the quarter increased only 1.9% compared to Q1
2004.

Cequent experienced soft demand for towing products in the wholesale distributor and installer markets due to
adequate inventory levels in the channels.

Significant competitive pricing pressures impacted margins across all our channels, but especially retail.

Sales in Q1 2004 were extremely strong as customers bought ahead of steel-related price increases.

Adjusted EBITDA in Q1 2005 decreased $1.4 million to $16.9 million from $18.3 million in Q1 2004.

Quarterly operating profit was $12.3 million (8.7% of sales) compared to $13.8 million (10.7% of sales) in the
year ago period.

Our order fill performance is excellent.

Continued pricing pressure is expected as market demand remains flat and increased competition from
Southeast Asia continues in many of our product categories.

Cequent is aggressively implementing actions to address challenges related to earnings performance and the
potential of a softer than expected selling season.

5

 

2005 First Quarter Operating Highlights

Rieke Packaging Systems

Net sales for the quarter were $34.1 million, up 12.2% compared to first quarter 2004.

Core product sales volume increased approximately 4.0% while new specialty dispensing product
revenues increased to $4.3 million in the quarter or an increase of $1.7 million over Q1 2004.

Rieke launched 8 new pump dispensing products within first quarter 2005 and expects continued
momentum over the remainder of the year.

Operating income for first quarter 2005 increased $1.3 million to $7.3 million (21.3% of sales) from $6.0
million (19.6% of sales) in first quarter 2004.

Order intake during Q1 2005 increased almost 20% compared to the same period a year ago and Rieke
expects demand to remain solid in 2005.

6

 

2005 First Quarter Operating Highlights

Fastening Systems

Q1 2005 sales increased 14.2% or $5.5 million to $44.2 million from $38.7 million in Q1 2004.  Excluding steel price
increases recovered from customers, the year-over-year sales increase in the quarter approximated 3.5%.

Sales of industrial fastener products remained strong in the quarter as Lake Erie Products was able to reduce its
unshipped order backlog from approximately $7.0 million at year end to less than $2.0 million at March 31, 2005.

Sales of aerospace fasteners in the quarter increased 8.9% compared to the prior year as strong industry plane
build forecasts for 2006 and beyond drove increased buying to replenish inventory levels.  Our order backlog for
aerospace fasteners at quarter end approximated $19.0 million.

Operating income for the quarter was $0.8 million, a $2.4 million improvement from the operating loss reported in
first quarter 2004 of $1.6 million.

Adjusted EBITDA in the quarter was $2.3 million compared to $0.1 million in Q1 2004.  Pricing realization is
expected to lag underlying cost impact into Q2 2005.  The group expects to recover approximately 90% of
increased steel costs via pricing and surcharges over the remainder of 2005.

For the quarter, incremental costs associated with Lake Erie Products’ restructuring activities decreased $1.8
million between years as the consolidation of our Lakewood facility into our Frankfort facility was essentially
completed in Q4 2004.   

Manufacturing activity levels have reached targeted production levels at Frankfort and Wood Dale facilities.  
Revenue growth is now the focus within Lake Erie Products.

Our two fastening SBU’s both expect continued momentum across 2005.

7

 

2005 First Quarter Operating Highlights

Industrial Specialties

Net sales for Q1 2005 were $73.8 million, an increase of 18.4% compared to the same period a year ago driven by new
product introductions, market share gains and economic expansion.  Excluding the impact of steel, year-over-year
sales increased approximately 15.0%.

Lamons had record quarterly sales and benefited from significant oil refinery “turnaround” activity with major
customers such as Exxon, Dow, BP and Citgo.

Sales of Arrow’s engines and replacement parts increased 56.1% versus the year ago period as it benefited from
high levels of drilling activity in the U.S. and Canada and continued high oil and natural gas prices.

Compac’s sales in the quarter were flat compared to Q1 2004 due to softness in the commercial building market.

Norris Cylinder sales increased 14.2% as adjusted for steel over Q1 2004 with a strong backlog.

Precision Tool is beginning to see real growth in its strategic initiative of selling into specialty medical.  Revenue
was up 12.8% as compared to Q1 2004.

Operating income for the quarter increased 10.7% to $8.5 million from $7.7 million in the year ago period.  

Adjusted EBITDA for the quarter was $10.4 million compared to $9.5 million in the period a year ago.

For the quarter, incremental costs associated with facility consolidation and other restructuring activities decreased
$0.6 million between years as the move into Compac’s Hackettstown facility was essentially completed in Q4 2004.   

Compac completed the sale of its Netcong, New Jersey facility during Q1 2005.

This group of companies expects continued momentum across 2005.

8

 

Three Months Ended March 31,

LTM Ended March 31,

Net Sales

2005

2004

Variance

2005

2004

Variance

Cequent Transportation Accessories

140.6

$         

129.5

$         

8.6%

522.5

$      

458.0

$      

14.1%

Rieke Packaging Systems

34.1

            

30.4

            

12.2%

132.9

         

119.2

         

11.5%

Fastening Systems

44.2

            

38.7

            

14.2%

161.5

         

144.7

         

11.6%

Industrial Specialties

73.8

            

62.3

            

18.4%

260.1

         

226.4

         

14.9%

   Total Net Sales

292.7

$         

260.9

$         

12.2%

1,077.0

$   

948.3

$      

13.6%

Operating Profit

Cequent Transportation Accessories

12.3

$         

13.8

$           

(11.1%)

50.1

$         

44.2

$         

13.3%

Rieke Packaging Systems

7.3

              

6.0

              

22.2%

31.3

           

24.5

           

27.7%

Fastening Systems

0.8

              

(1.6)

            

152.9%

(15.0)

         

(14.6)

         

3.2%

Industrial Specialties

8.5

              

7.7

              

10.7%

21.0

           

15.2

           

38.7%

Corporate

(5.7)

            

(5.8)

            

2.4%

(21.9)

         

(21.8)

         

0.2%

Stock Awards

-

               

-

               

N/A

-

              

(3.6)

           

N/A

    Total Operating Profit

23.2

$         

20.1

$           

15.4%

65.5

$         

43.9

$         

49.1%

      % Margin

7.9%

7.7%

0.2%

6.1%

4.6%

1.5%

Adjusted EBITDA

(1)

Cequent Transportation Accessories

16.9

$         

18.3

$           

(7.6%)

68.9

$         

63.6

$         

8.3%

Rieke Packaging Systems

9.4

              

8.4

              

11.2%

40.0

           

36.2

           

10.2%

Fastening Systems

2.3

              

0.1

              

3816.7%

3.5

            

3.8

            

(5.6%)

Industrial Specialties

10.4

            

9.5

              

9.0%

30.5

           

32.7

           

(6.5%)

   Segment Adjusted EBITDA

39.0

$         

36.3

$           

7.5%

142.9

$      

136.3

$      

4.9%

      % Margin

13.3%

13.9%

(0.6%)

13.3%

14.4%

(1.1%)

Corporate office, management fee and other

(6.3)

            

(6.2)

            

1.9%

(22.8)

         

(22.2)

         

3.2%

   Total Company Adjusted EBITDA

32.7

$         

30.1

$           

8.6%

120.1

$      

114.1

$      

5.2%

      % Margin

11.2%

11.5%

(0.3%)

11.1%

12.0%

(0.9%)

Memo Items:

Restructuring, consolidation and integration costs (2)

(1.5)

$           

(5.4)

$           

3.9

$           

(11.5)

$        

(17.4)

$        

5.9

$           

Asbestos litigation defense costs

(0.4)

$           

-

$              

(0.4)

$         

(3.1)

$         

-

$            

(3.1)

$         

($ in millions)

(1) The Company has established Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") as an indicator of our operating performance and as a measure of our cash generating capabilities. The Company defines

“Adjusted EBITDA” as net income before interest, taxes, depreciation, amortization, non-cash asset and goodwill impairment write-offs, non-cash losses on sale-leaseback of property and equipment, legacy restricted stock award expense,

and write-off of equity offering costs.

(2) Represents certain charges related to our consolidation, restructuring and integration activities intended to eliminate duplicative costs or achieve cost efficiencies related to integrating acquisitions or other restructurings related to

expense reduction efforts. These costs and asbestos litigation defense costs are not eliminated in the determination of Company Adjusted EBITDA, however we would exclude these costs to better evaluate our underlying business

performance.

2005 First Quarter Financial Performance

 

TriMas Capitalization

March 31,

2005

December 31,

2004

Cash and Cash Equivalents

3.9

$            

3.1

$               

Working Capital Revolver

29.4

$           

12.8

$            

Term Loan B

288.2

           

288.9

            

Other Debt

-

               

0.1

                 

               

               

   Subtotal, Senior Secured Debt

317.6

           

301.8

            

9.875% Senior Sub Notes due 2012

436.3

           

436.2

            

   Total Debt

753.9

$         

738.0

$            

   Total Shareholders' Equity

404.0

$         

405.2

$            

   Total Capitalization

1,157.9

$      

1,143.2

$         

Memo: A/R Securitization

59.5

$           

48.0

$            

   Total Debt + A/R Securitization

813.4

$         

786.0

$            

Key Ratios:

Bank LTM EBITDA

149.2

$         

154.9

$            

Coverage Ratio

2.25x

2.41x

Leverage Ratio

5.45x

5.08x

10

($ in millions)

First Quarter 2005 Update:

TriMas had $3.9 million of cash and cash equivalents at March 31, 2005.

The Credit Agreement leverage ratio was 5.45x Bank LTM EBITDA at March 31, 2005.

 

TriMas Corporation - 2005 Focus and Priorities

In first quarter 2005, TriMas achieved substantial year-over-year sales and earnings growth within
Rieke Packaging Systems, Fastening Systems and Industrial Specialties business segments.

Twelve (12) of our fourteen (14) businesses are well-positioned to maintain positive sales and earnings
growth as we move through 2005.

Cequent Transportation Accessories does have potential earnings challenges within its Towing
Products and Consumer Products businesses given the following considerations:

Flat market conditions at best for Towing

Competitive pricing pressures – especially in retail channels

Material cost inflation:  steel and plastic

Overall unit volume weakness began to manifest itself in March.  Daily order levels have continued to soften
across the group in April with the exception of retail.

Selling season cannot be “called” but is a concern!

In reaction to the potential of a softer than expected selling season, Cequent is implementing the following:

Salaried headcount reductions

Lower production levels

Continued price increase in certain product lines

Ship from stock, build to order

Continued discipline around discretionary spending and investment

Continued drive to shrink fixed cost base

Continue to increase import levels with certain accessory product lines

11

 

Key Second Quarter Initiatives and Beyond:

Working capital reductions and free cash flow, positively impacted by lower capex and non-
recurring activity, will drive substantial debt reduction by year end.

SG&A costs will be flexed across all of TriMas consistent with demand in end customer markets.

All discretionary spending on a hold.  All capital spending required to be approved by CEO & CFO.

Focus will be on measured actions in managing earnings volatility:

TriMas has real, positive year-over-year momentum in twelve (12) of fourteen (14) businesses.  

Lean vs. Disable.

Continue to drive earnings expansion and debt reduction

TriMas Corporation - 2005 Focus and Priorities

12

 

Q & A

 

Appendix

 

Condensed Balance Sheet

(unaudited - in millions)

Mar. 31,

Dec. 31,

2005

2004

Assets

Current Assets

Cash & Cash Equivalents

3.9

$         

3.1

$         

Receivables

127.4

93.4

Inventories

176.6

180.0

Deferred Income Taxes

17.5

17.5

Prepaid Expenses and Other Current Assets

7.3

8.5

Total Current Assets

332.7

        

302.5

        

Property & Equipment, Net

193.3

198.6

        

Goodwill

655.7

658.0

Other Intangibles, Net

300.9

304.9

Other Assets

57.3

58.2

Total Assets

1,539.9

$   

1,522.2

$   

Liabilities and Shareholders' Equity

Current Liabilities:

Current Maturities, Long-Term Debt

2.9

$         

3.0

$         

Accounts Payable

132.9

135.2

Accrued Liabilities

74.6

68.2

Due to Metaldyne

2.7

2.6

Total Current Liabilities

213.1

        

209.0

        

Long-Term Debt

751.0

        

735.0

        

Deferred Income Taxes

133.4

133.5

Other Long-Term Liabilities

34.1

35.2

Due to Metaldyne

4.3

4.3

Total Liabilities

1,135.9

1,117.0

Total Shareholders' Equity

404.0

405.2

Total Liabilities and Shareholders' Equity

1,539.9

$   

1,522.2

$   

15

 

                  Condensed Statement of Operations

(unaudited - in millions, except per share amounts)

2005

2004

Net sales

292.7

$        

260.9

$        

Cost of sales

(227.2)

         

(196.8)

         

Gross profit

65.5

            

64.1

            

Selling, general and administrative expenses

(42.5)

           

(43.7)

           

Gain (loss) on dispositions of property & equipment

0.2

              

(0.3)

            

Operating profit

23.2

            

20.1

            

Other expense, net

(19.3)

           

(16.6)

           

Income before income taxes

3.9

              

3.5

              

Income tax expense

(1.4)

            

(1.3)

            

Net income

2.5

$            

2.2

$            

Basic earnings per share

0.13

$         

0.11

$         

Diluted earnings per share

0.13

$         

0.11

$         

Weighted average common shares - basic

20.0

            

20.0

            

Weighted average common shares - diluted

20.0

            

20.4

            

16

 

Cash Flow Highlights

(unaudited -  in millions)

2005

2004

Cash provided by (used for) operating activities

(11.4)

$   

21.6

$      

    Capital expenditures

(4.5)

        

(14.8)

      

    Proceeds from sales of fixed assets

0.9

         

0.2

         

    Acquisition of businesses, net of cash acquired

-

           

(5.5)

        

Cash used for investing activities

(3.6)

        

(20.1)

      

    Proceeds from senior credit facility, net

15.9

        

6.3

         

    Payments on notes payable and other

(0.1)

        

(7.7)

        

Cash provided by (used for) financing activites

15.8

        

(1.4)

        

Net increase in cash and cash equivalents

0.8

$        

0.1

$        

17

For the Three Months Ended March 31,

 

Key Covenant Calculations

($ in millions)

Leverage Ratio:

Total Indebtedness at March 31, 2005 (1)

813.4

$

LTM EBITDA, as defined (2)

149.2

$

Leverage Ratio - Actual

5.45x

Leverage Ratio - Covenant

5.50x

Coverage Ratio:

LTM EBITDA, as defined (2)

149.2

$

Cash Interest Expense (2)

66.4

$  

Coverage Ratio - Actual

2.25x

Coverage Ratio - Covenant

2.0x

Notes:

(1) As defined in our Credit Agreement, as amended and restated June 6, 2003.

(2)  LTM EBITDA, as defined and cash interest expense is based on preliminary estimates, subject to adjustment.

18