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OMB APPROVAL ------------------------------ OMB Number: 3235-0060 Expires: March 31, 2006 Estimated average burden hours per response......28.0 ------------------------------ 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) November 14, 2005 ------------------------------- TRIMAS CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 333-100351 38-2687639 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 November 14, 2005 reporting its financial results for the quarter ending September 30, 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 Third Quarter 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: November 14, 2005 By: /s/ Grant H. Beard -------------------------------- --------------------------- Name: Grant H. Beard Title: Chief Executive Officer
[TRIMAS CORPORATION LOGO OMITTED] FOR MORE INFORMATION, CONTACT: E.R. "Skip" Autry Chief Financial Officer TriMas Corporation (248) 631-5496 MEDIA RELEASE TRIMAS CORPORATION REPORTS THIRD QUARTER RESULTS BLOOMFIELD HILLS, MICH. - NOVEMBER 14, 2005 - TriMas Corporation today announced its financial results for the three months ended September 30, 2005. Compared to the prior year third quarter period, sales increased 5.4% to $270.9 million from $257.1 million. Third quarter 2005 operating income declined to $18.0 million from $20.9 million in third quarter 2004 and net income decreased from $2.2 million in third quarter 2004 to $0.2 million in third quarter 2005. For the quarter ended September 30, 2005 diluted earnings per share were $0.01 versus $0.11 in the year ago period. THIRD QUARTER HIGHLIGHTS o The Company's third quarter 2005 net sales increased 5.4% to $270.9 million from $257.1 million for the three months ended September 30, 2004. Excluding an approximate $2.2 million favorable impact of currency exchange, we estimate net sales increased $11.6 million or 4.5% compared to the prior year's third quarter. Overall, the impact of steel cost increases recovered from customers during third quarter 2005 was comparable to the year-ago period. Net sales at Cequent Transportation Accessories increased 1.2% compared to the prior year, from $125.1 million in third quarter 2004 to $126.7 million in third quarter 2005. Excluding the impact of steel price recoveries from customers and favorable impacts of currency exchange, Cequent Transportation Accessories' sales declined $2.0 million from the year ago period. In third quarter 2005, net sales increased 3.8% at Rieke Packaging Systems and 18.6% at Industrial Specialties when compared to the year ago period. Net sales within Fastening Systems in the third quarter 2005 approximated year ago levels. o Overall, operating profit for the three months ended September 30, 2005 declined 14.0% from $20.9 million in the year ago period to $18.0 million. The impact of reduced sales volumes, increasing material costs, and pricing compression, principally in our Cequent Towing Products Page 1 of 11 and Consumer Products business units, more than offset the continued strong earnings performance in our Industrial Specialties and Fastening Systems business segments. In Industrial Specialties, operating profit improved 28.2% in third quarter 2005 compared to the year ago period and Fastening Systems operating profit improved $3.2 million from an operating loss of $1.5 million in the year ago period to operating profit of $1.7 million in the quarter ended September 30, 2005. Operating profit within our Rieke Packaging Systems business segment declined approximately 20.0% compared to third quarter 2004 due primarily to a decline in material margin and increased energy and transportation costs due to higher fuel prices. On a consolidated basis, operating profit as a percent of sales was 6.6% for the third quarter 2005 compared to 8.1% for the same period a year ago. o Expenses related to plant consolidation, business integration and restructuring activities in the third quarter 2005 were $0.6 million, a reduction of $2.9 million compared to $3.5 million in the third quarter of 2004. In addition, labor, variable overhead and selling expenses and other fixed costs were reduced approximately $6.9 million in third quarter 2005 as compared to third quarter 2004. However, these reductions in cost were more than offset by material margin erosion, primarily in our Cequent Transportation Accessories segment. o The Company reported net income of $0.2 million or $0.01 diluted earnings per share in the quarter ended September 30, 2005, compared to net income of $2.2 million or $0.11 diluted earnings per share in the year ago period. In addition to lower operating profit, the decline in net income compared to third quarter 2004 resulted from increased interest costs, higher expense associated with increased use of the receivables securitization facility and costs associated with renewing the facility in July 2005, and currency exchange losses which were not considered in operating profit. Grant Beard, TriMas' President and Chief Executive Officer commented, "In the third quarter, we continued to address certain difficult challenges which have negatively impacted our anticipated earnings performance within Cequent Transportation Accessories. While market demand overall for Cequent Transportation Accessories' businesses remained relatively consistent with the first half of 2005, this demand level was down compared to the first nine months of 2004. This has translated into performance challenges, principally within two Cequent Transportation Accessories' businesses: Towing Products and Consumer Products. In response to these challenges, we have continued our earnings improvement focus within Cequent Transportation Accessories to: (1) reduce its fixed cost base, through the continued reduction of SG&A costs and shrinking of its manufacturing and distribution footprint; (2) lower variable cost through off-shore purchasing initiatives and reduction in SKU complexity; and (3) drive customer performance through improved order fill. Each of these actions is focused on making this business segment not only more profitable, but also more flexible in responding to changes in market forces or competitor actions. Notwithstanding the results of Cequent Transportation Accessories, we continued strong year-over-year earnings growth within our Industrial Page 2 of 11 Specialties and Fastening Systems business segments, with Rieke Packaging Systems being down somewhat due to material cost recovery issues. The overall fundamentals within TriMas' businesses remain strong: our restructuring initiatives are behind us, steel prices are stabilizing and we have aligned our cost structure consistent with expected customer demand levels. We expect to drive earnings growth for TriMas as we work through the remainder of 2005." THIRD QUARTER FINANCIAL SUMMARY - ------------------------------- (unaudited - dollars in millions, except per share amounts) FOR THE QUARTER ENDED SEPTEMBER 30 ------------------------------------------- 2005 2004 % Change ------------ ------------ ------------ SALES $ 270.9 $ 257.1 5.4% --------- --------- ----- OPERATING PROFIT $ 18.0 $ 20.9 (13.9%) --------- --------- ----- NET INCOME $ 0.2 $ 2.2 (90.9%) --------- --------- ----- DILUTED EARNINGS PER SHARE $ 0.01 $ 0.11 (90.9%) --------- --------- ----- OTHER DATA: - Depreciation and amortization $ 10.4 $ 10.1 3.0% --------- --------- ----- - Interest expense $ 18.8 $ 17.4 8.0% --------- --------- ----- - Other expense, net $ 1.6 $ 0.1 N/A --------- --------- ----- - Income tax benefit (expense) $ 2.7 $ (1.3) N/A --------- --------- ----- - Restructuring, consolidation and integration expenses $ 0.6 $ 3.5 (82.9%) --------- --------- ----- - Cash provided by (used for) operating activities $ 5.5 $ (10.2) N/A --------- --------- ----- SEGMENT RESULTS - --------------- RIEKE PACKAGING SYSTEMS Rieke's third quarter 2005 sales of $34.3 million represented an increase of 3.8% compared to the year ago period as sales momentum established in the second half of 2004 continued in Rieke's new specialty dispensing product applications. Operating profit declined 20.0% to $7.1 million, or 20.6% of sales, during the third quarter 2005 from $8.8 million, or 26.7% of sales, in third quarter 2004, due to a decline in material margins and increased energy and transportation costs due to higher fuel costs. Sales of new pump dispensing products increased approximately $2.0 million to $7.2 million in third quarter 2005 from $5.2 million during third quarter 2004 and Rieke expects to realize increasing sales from both recent and anticipated additional new product launches during the remainder of 2005. CEQUENT TRANSPORTATION ACCESSORIES Cequent's third quarter 2005 sales of $126.7 million represented an increase in nominal dollars of 1.2% compared to net sales of $125.1 million in the third quarter 2004. Excluding the impact of steel price increases recovered from customers and favorable effects of currency exchange, we estimate net sales decreased 1.6%, or $2.0 million, compared to the prior year's third quarter. The decline in sales is due to lower demand compared to the year ago period, primarily within our towing and trailer Page 3 of 11 products business units. Operating profit declined $4.7 million to $8.0 million, or 6.3% of sales in the three months ended September 30, 2005 from $12.7 million, or 10.1% of sales in the same period a year ago. The decrease in operating profit between years is a result of a decline in volume due to lower demand, continued severe competitor pricing pressure in the retail channel, inability to fully recover steel and other material cost increases, offset by reductions in labor, variable overhead and selling expense, and fixed costs of $5.3 million in response to reduced levels of sales activity and lower gross margins due to pricing compression. INDUSTRIAL SPECIALTIES In the third quarter 2005, sales within Industrial Specialties increased 18.6% to $70.9 million from $59.8 million during the third quarter 2004, as each of the group's six businesses continued to experience strong demand driven by new products, market share gains and economic expansion. Steel cost increases recovered from customers in this segment during third quarter 2005 were comparable to the year-ago period. Notably, sales in our specialty engine and replacement parts business increased 51.1% compared to third quarter 2004 as a result of high levels of drilling activity in the U.S. and Canada. Sales in our industrial cylinder business increased 39.5% compared to the third quarter 2004 due to market share gains attributed to enhanced customer service and shorter manufacturing lead-times. Sales within our specialty gasket business increased 16.3% compared to third quarter 2004 as a result of significant oil refinery "turnaround" activity at several major customers. Operating profit in the third quarter 2005 increased 28.2% to $7.1 million, or 10.1% of sales, from $5.6 million, or 9.3% of sales, in the year ago period as the group benefited from higher sales volumes during the quarter. FASTENING SYSTEMS In third quarter 2005, sales within Fastening Systems were $39.1 million and approximately flat compared to third quarter 2004. Sales within our aerospace fasteners business during the quarter improved 43.7% compared to third quarter 2004 due to an overall increase in the commercial and business jet build rates in 2005, as manufacturers and distributors continue to replenish inventory stocks. Excluding the impact of steel cost increases recovered from customers, we estimate sales of industrial fasteners in the quarter declined approximately 8% or $2.4 million compared to the third quarter 2004, due primarily to reduced demand for industrial fasteners used in agriculture, heavy equipment and heavy truck as customer inventory adjustments continued. In addition, sales during the second half of 2004 were unusually strong as Lake Erie Products worked down an order backlog that was due to demand spikes with Caterpillar and John Deere. Further, we estimate sales in third quarter 2005 were $1.4 million less than the year-ago period due to a decline in steel cost increases recovered from customers. Operating profit improved $3.2 million to $1.7 million, or 4.4% of sales, from an operating loss of $1.5 million in third quarter 2004 as a result of operational improvements related to integration activities completed in 2004. In addition, during the third quarter 2005, Fastening Systems provided $1.5 million in reserves for uncollectible accounts due to bankruptcy filings by two customers. Page 4 of 11 However, the year ago period also included approximately $1.5 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 third quarter with total assets of $1,501.5 million, debt of $729.0 million and $24.9 million outstanding under its receivables securitization facility. Net cash provided by operating activities for the quarter ended September 30, 2005 was $5.5 million, as the Company focused on inventory reduction and collection of receivables. For the same period a year ago, net cash used for operating activities was $10.2 million. Improved cash flow during the quarter was used to pay down approximately $30.8 million outstanding under the Company's receivables securitization facility and bank revolver. The Company's capital expenditures for the three months ended September 30, 2005 and 2004, were $5.6 million and $8.8 million, respectively. CONFERENCE CALL - --------------- TriMas will broadcast its third quarter earnings conference call on Monday, November 14, 2005 at 9:30 a.m. EST. 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. To participate by phone, please dial: (888) 343-2180. Callers should ask to be connected to the TriMas third quarter conference call (reservation number 21268580). If you are unable to participate during the live teleconference, a replay of the conference call will be available beginning November 14th at 12:30 p.m. EST through November 21st at 12:30 p.m. EST. To access the replay, please dial: (800) 633-8284 and use reservation number 21268580. 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 Page 5 of 11 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. Page 6 of 11 TRIMAS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED -- DOLLARS IN THOUSANDS) SEPTEMBER 30, DECEMBER 31, 2005 2004 ------------- ------------ ASSETS Current assets: Cash and cash equivalents.................................................. $ 2,240 $ 3,090 Receivables, net........................................................... 119,050 93,390 Inventories, net........................................................... 164,030 180,040 Deferred income taxes and other current assets............................. 25,000 25,980 ----------- ---------- Total current assets..................................................... 310,320 302,500 Property and equipment, net................................................... 188,890 198,610 Goodwill...................................................................... 652,210 657,980 Other intangibles, net........................................................ 293,580 304,910 Other assets.................................................................. 56,480 58,200 ----------- ---------- Total assets............................................................. $ 1,501,480 $1,522,200 =========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current maturities, long-term debt......................................... $ 2,890 $ 2,990 Accounts payable........................................................... 116,840 135,230 Accrued liabilities........................................................ 77,090 70,830 ----------- ---------- Total current liabilities................................................ 196,820 209,050 Long-term debt................................................................ 726,160 735,030 Deferred income taxes......................................................... 131,670 133,540 Other long-term liabilities................................................... 42,930 39,420 ----------- ---------- Total liabilities........................................................ 1,097,580 1,117,040 ----------- ---------- Total shareholders' equity............................................... 403,900 405,160 ----------- ---------- Total liabilities and shareholders' equity............................... $ 1,501,480 $1,522,200 =========== ========== TRIMAS CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED -- DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------------ ------------------------------ 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Net sales ....................................... $ 270,940 $ 257,100 $ 858,320 $ 802,210 Cost of sales ................................... (210,800) (196,370) (663,470) (602,130) ------------ ------------ ------------ ------------ Gross profit ................................... 60,140 60,730 194,850 200,080 Selling, general and administrative expenses ..... (42,140) (39,800) (125,810) (128,130) ------------ ------------ ------------ ------------ Operating profit ............................... 18,000 20,930 69,040 71,950 ------------ ------------ ------------ ------------ Other expense, net: Interest expense ............................... (18,840) (17,430) (55,790) (50,020) Foreign exchange gain (loss) ................... (340) 170 (2,470) 690 Other, net ..................................... (1,260) (230) (2,970) (1,430) ------------ ------------ ------------ ------------ Other expense, net ............................ (20,440) (17,490) (61,230) (50,760) ------------ ------------ ------------ ------------ Income (loss) before income tax benefit (expense) (2,440) 3,440 7,810 21,190 Income tax benefit (expense) .................... 2,670 (1,270) (1,020) (7,840) ------------ ------------ ------------ ------------ Net income ...................................... $ 230 $ 2,170 $ 6,790 $ 13,350 ============ ============ ============ ============ Basic earnings per share ........................ $ 0.01 $ 0.11 $ 0.34 $ 0.67 ============ ============ ============ ============ Diluted earnings per share ...................... $ 0.01 $ 0.11 $ 0.34 $ 0.67 ============ ============ ============ ============ Weighted average common shares - basic .......... 20,010,000 20,010,000 20,010,000 20,010,000 ============ ============ ============ ============ Weighted average common shares - diluted ........ 20,010,000 20,010,000 20,010,000 20,010,000 ============ ============ ============ ============ TRIMAS CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED -- DOLLARS IN THOUSANDS) NINE MONTHS ENDED SEPTEMBER 30, ------------------------------------- 2005 2004 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income .................................................... $ 6,790 $ 13,350 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 ......... 390 (120) Depreciation and amortization ................................. 31,400 30,590 Amortization of debt issue costs .............................. 3,720 3,470 Non-cash compensation expense ................................. 240 410 Net proceeds from sale of receivables and receivables securitization ............................................... 400 7,780 Payment to Metaldyne to fund contractual liabilities .......... (330) (4,610) Increase in receivables ....................................... (26,060) (37,690) (Increase) decrease in inventories ............................ 16,010 (40,650) Increase in prepaid expenses and other assets ................. (910) (4,160) Increase (decrease) in accounts payable and accrued liabilities (12,900) 30,640 Other, net .................................................... 1,000 (1,730) --------- --------- Net cash provided by (used for) operating activities, net of acquisition impact ................................... 19,750 (2,720) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures .......................................... (15,010) (35,620) Proceeds from sales of fixed assets ........................... 3,490 450 Acquisition of businesses, net of cash acquired ............... - (5,500) --------- --------- Net cash used for investing activities ........................ (11,520) (40,670) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of borrowings on senior credit facility ............ (2,160) (2,170) Proceeds from borrowings on revolving credit facility ......... 722,580 593,300 Repayments of borrowings on revolving credit facility ......... (729,400) (543,300) Payments on notes payable ..................................... (100) (8,030) --------- --------- Net cash (used for) provided by financing activities ......... (9,080) 39,800 --------- --------- CASH AND CASH EQUIVALENTS: Decrease for the period ....................................... (850) (3,590) At beginning of period ........................................ 3,090 6,780 --------- --------- At end of period ............................................. $ 2,240 $ 3,190 ========= ========= Supplemental disclosure of cash flow information: Cash paid for interest ....................................... $ 40,310 $ 36,020 ========= ========= Cash paid for taxes .......................................... $ 8,400 $ 8,710 ========= ========= TRIMAS CORPORATION CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 (UNAUDITED -- DOLLARS IN THOUSANDS) ACCUMULATED OTHER COMMON PAID-IN RETAINED COMPREHENSIVE STOCK CAPITAL DEFICIT INCOME (LOSS) TOTAL --------- --------- --------- -------------- --------- Balances, December 31, 2004 ............... $ 200 $ 399,450 $ (40,430) $ 45,940 $ 405,160 Comprehensive income (loss): Net income ............................... - - 6,790 - 6,790 Foreign currency translation ............. - - - (5,230) (5,230) --------- --------- --------- --------- --------- Total comprehensive income (loss) ....... - - 6,790 (5,230) 1,560 Net adjustment in settlement of contractual obligations assumed from Metaldyne ....... - (3,060) - - (3,060) Non-cash compensation expense ............. - 240 - - 240 --------- --------- --------- --------- --------- Balances, September 30, 2005 .............. $ 200 $ 396,630 $ (33,640) $ 40,710 $ 403,900 ========= ========= ========= ========= ========= TRIMAS CORPORATION COMPANY AND BUSINESS SEGMENT FINANCIAL INFORMATION THREE MONTHS ENDED NINE MONTHS ENDED (UNAUDITED - IN MILLIONS) SEPTEMBER 30, SEPTEMBER 30, ------------------------- ------------------------- 2005 2004 2005 2004 ---------- ---------- ---------- ---------- RIEKE PACKAGING SYSTEMS Net sales $ 34.32 $ 33.07 $ 103.64 $ 98.16 Operating profit $ 7.06 $ 8.83 $ 22.85 $ 24.10 CEQUENT TRANSPORTATION ACCESSORIES Net sales $ 126.66 $ 125.12 $ 409.69 $ 405.21 Operating profit $ 7.98 $ 12.66 $ 30.74 $ 49.39 INDUSTRIAL SPECIALTIES Net sales $ 70.87 $ 59.78 $ 222.62 $ 184.06 Operating profit $ 7.14 $ 5.57 $ 25.69 $ 20.04 FASTENING SYSTEMS Net sales $ 39.09 $ 39.13 $ 122.37 $ 114.78 Operating profit (loss) $ 1.73 $ (1.45) $ 5.55 $ (5.80) TOTAL COMPANY Net sales $ 270.94 $ 257.10 $ 858.32 $ 802.21 Corporate expenses and management fee $ (5.91) $ (4.68) $ (15.79) $ (15.78) Operating profit $ 18.00 $ 20.93 $ 69.04 $ 71.95 Other Data: - Depreciation and amortization $ 10.38 $ 10.08 $ 31.40 $ 30.59 ---------- ---------- ---------- ---------- - Interest expense $ 18.84 $ 17.43 $ 55.79 $ 50.02 ---------- ---------- ---------- ---------- - Other expense, net $ 1.60 $ 0.06 $ 5.44 $ 0.74 ---------- ---------- ---------- ---------- - Income tax expense (benefit) $ (2.67) $ 1.27 $ 1.02 $ 7.84 ---------- ---------- ---------- ---------- - Restructuring, consolidation and integration expenses $ 0.57 $ 3.54 $ 3.53 $ 13.32 ---------- ---------- ---------- ---------- - Asbestos litigation defense costs $ 0.60 $ -- $ 1.50 $ -- ---------- ---------- ---------- ---------- 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.
- -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 2005 THIRD QUARTER EARNINGS CALL NOVEMBER 14, 2005 - -------------------------------------------------------------------------------- [PICTURES OMITTED] [TRIMAS CORPORATION LOGO] SAFE HARBOR STATEMENT - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 2 AGENDA - -------------------------------------------------------------------------------- o 2005 Third Quarter Financial Highlights o 2005 Third Quarter Operating Highlights o 2005 Third Quarter Financial Performance o TriMas Capitalization o 2005 Focus & Priorities o Q&A o Appendix - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 3 2005 THIRD QUARTER FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- o TriMas had sales of $270.9 million in the quarter, representing an increase of $13.8 million or 5.4% over Q3 2004. Steel surcharges recovered from customers had a negligible impact in third quarter 2005 versus third quarter 2004. o With the exception of Fastening Systems which was flat, each of our other business segments had year-over-year revenue growth in the quarter primarily reflecting the benefit of new product introductions and market share gains. o In the second half of 2004, Fastening Systems' Lake Erie Products business was working through a significant backlog of orders driven by demand spikes at Caterpillar and John Deere. Order and inventory levels at these customers have normalized in the current quarter. o Sales levels at Rieke, Cequent Transportation Accessories and Industrial Specialties increased 3.8%, 1.2% and 18.6%, respectively. o Adjusted EBITDA within the quarter was $26.8 million, representing a decrease of $4.2 million or 13.5% compared to Q3 2004. o The reduction of Adjusted EBITDA is attributed to lower material margins within Cequent partially offset by variable and fixed cost reductions related to our "Road to Recovery" initiatives. Also, higher material costs at Rieke were partially offset by better conversion and product mix at Fastening Systems and across the board earnings expansion at Industrial Specialties. - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 4 2005 THIRD QUARTER FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- o The Company reported Q3 2005 operating profit of $18.0 million, a decrease of $2.9 million compared to operating profit of $20.9 million in Q3 2004. o The impact of reduced sales volumes and increasing material costs, principally in Cequent's Towing and Consumer Products business units more than offset the continued strong earnings performance in our Industrial Specialties and Fastening Systems business segments. o Lower material margins of approximately $12.7 million were partially offset by reductions in virtually all variable and fixed cost categories of approximately $6.9 million. o Expenses related to plant consolidation and restructuring activities decreased $2.9 million to $0.6 million in third quarter 2005 compared to $3.5 million in the same period a year ago. o Provided $1.5 million to reserve accounts receivable from two customers who filed Chapter 11 bankruptcy. o Third quarter 2005 net income was $0.2 million or $0.01 per share versus net income of $2.2 million or $0.11 per share in the year ago period. o Increased borrowing costs ($1.4 million) due to higher interest rates even with lower average borrowing levels. o Increased other expense ($0.6 million) due to greater use of our receivables securitization facility and incremental costs ($0.6 million) related to renewal of our securitization facility in July 2005. o Our third quarter 2005 tax provision reflects the benefit of adjusting our full year effective tax rate for revised estimates of reported pre-tax income. - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 5 2005 THIRD QUARTER FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- o Total debt and securitization at September 30, 2005 was $753.9 million, a decrease of approximately $30 million compared to June 30, 2005. o Due principally to better inventory management, aggressive collection of receivables, lower capital expenditures and reduction of restructuring, consolidation and integration expenses. o TriMas finished the quarter with $162.5 million net operating working capital or 15.0% of sales. This compares to $181.1 million or 17.6% of sales for the comparable period a year ago. o The Company's Bank LTM EBITDA was $145.6 million which supported our lending ratios: o Leverage ratio was 5.18x vs. leverage covenant of 5.65x. o Interest coverage ratio was 2.04x vs. interest coverage covenant of 2.00x. o TriMas had $2.2 million in cash at quarter end and $68 million in available liquidity under our revolving credit agreement. - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 6 - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] OPERATING HIGHLIGHTS - -------------------------------------------------------------------------------- [PICTURES OMITTED] [TRIMAS CORPORATION LOGO] 2005 THIRD QUARTER OPERATING HIGHLIGHTS - -------------------------------------------------------------------------------- CEQUENT TRANSPORTATION ACCESSORIES o Third quarter 2005 sales increased $1.5 million to $126.7 million, or 1.2%, from $125.1 million reported in the prior year. o Cequent did experience lower demand for towing products in the wholesale distributor and installer markets than a year ago. That said, these channels have cautious optimism coming into the 2006 pre-buy season. We are being conservative in our outlook due to rising interest rates and uncertain gas prices. o Our Trailer, Electrical and Australian businesses reported both increased revenues and earnings in the third quarter 2005. o Adjusted EBITDA in Q3 2005 decreased $5.3 million to $12.2 million from $17.5 million in Q3 2004. o Quarterly operating profit was $8.0 million (6.3% of sales) compared to $12.7 million (10.1% of sales) in the year ago period. o Earnings deterioration is a result of the volume decline and deterioration of material margins partially offset by reductions in variable and fixed costs due to "Road to Recovery" initiatives. o The competitive pricing pressures impacting margins within our Consumer (retail) business are being addressed via line pricing reviews with customers and sourcing directives. Margin expansion is expected in this business coming into 2006. o Operating working capital levels improved as inventory levels were reduced approximately $20.6 million and receivables balances were reduced approximately $12.3 million. o Cequent is expected to continue its improvement in performance coming into the fourth quarter. [PICTURES OMITTED] - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 8 2005 THIRD QUARTER OPERATING HIGHLIGHTS - -------------------------------------------------------------------------------- RIEKE PACKAGING SYSTEMS o Net sales for the quarter were $34.3 million, up 3.8% compared to third quarter 2004. o In the third quarter 2005, core product sales decreased 2.6%, while sales of new specialty dispensing products increased $2.0 million in third quarter 2005 to $7.2 million compared to $5.2 million in Q3 2004. o Adjusted EBITDA in Q3 2005 decreased $1.3 million to $9.3 million from $10.6 million in Q3 2004. o Operating profit for third quarter 2005 declined 20.0%, or $1.7 million, to $7.1 million (20.6% of sales) from $8.8 million (26.7% of sales) in third quarter 2004. o The decrease in operating profit and EBITDA between years is due to lower material margins and higher operating costs (freight, energy and benefits). o Resin costs increased approximately 15% within the quarter. o Rieke expects positive earnings momentum for the remainder of 2005. [PICTURES OMITTED] - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 9 2005 THIRD QUARTER OPERATING HIGHLIGHTS - -------------------------------------------------------------------------------- FASTENING SYSTEMS o Q3 2005 sales of $39.1 million were flat compared to the year ago period. Excluding steel price increases recovered from customers, sales were up 3.5% compared to the year ago period. o Sales within our aerospace fasteners business during the quarter continued to be strong compared to third quarter 2004 due to an overall increase in the commercial and business jet build rates in 2005, and as a result of manufacturers and distributors buying to replenish inventory levels. o Our order backlog for aerospace fasteners at quarter end approximated $17 million compared to $12 million at the end of 2004. o Adjusted EBITDA in the quarter was $3.4 million compared to $0.3 million in Q3 2004. o Operating profit improved $3.2 million to $1.7 million from an operating loss of $1.5 million in third quarter 2004. o In the quarter, Lake Erie Products provided $1.5 million of reserves for accounts receivables with two customers in bankruptcy proceedings. o This segment expects continued earnings momentum for the remainder of 2005. [PICTURES OMITTED] - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 10 2005 THIRD QUARTER OPERATING HIGHLIGHTS - -------------------------------------------------------------------------------- INDUSTRIAL SPECIALTIES o Net sales for Q3 2005 were $70.9 million, an increase of 18.6% compared to the same period a year ago driven by new product introductions, market share gains and economic expansion. o Sales of Arrow's engines and replacement parts increased 51.1% versus the year ago period as it benefited from high levels of drilling activity in the U.S. and Canada due to high oil and natural gas prices. o Norris Cylinder's sales increased 37.4% as adjusted for steel over Q3 2004 with a strong backlog. o Sales within our Lamons specialty gasket business increased 16.3% compared to third quarter 2004 as a result of significant oil refinery "turnaround" activity at several major customers. o Compac's sales in the quarter increased 2.9% compared to Q3 2004 due to the strength in residential building and improved recovery from customers of material cost increases. o Precision Tool is beginning to see real growth in its strategic initiative of selling into the specialty medical equipment market. This is partially offset by weaker demand for standard products, particularly in the automotive segment. o Adjusted EBITDA for the quarter was $9.0 million compared to $7.4 in the period a year ago. o Operating profit for the quarter increased 28.2% to $7.1 million or 10.1% of sales, from $5.6 million or 9.3% of sales in the year ago period as the group benefited from higher sales volumes during the quarter. o This group of companies expects continued earnings momentum for the remainder of 2005. [PICTURES OMITTED] - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 11 [TRIMAS CORPORATION LOGO] FINANCIAL PERFORMANCE - -------------------------------------------------------------------------------- [PICTURES OMITTED] [TRIMAS CORPORATION LOGO] 2005 THIRD QUARTER RESULTS - -------------------------------------------------------------------------------- ($ IN MILLIONS) ----------------------------------- ----------------------------------- THREE MONTHS ENDED SEPT 30 NINE MONTHS ENDED SEPT 30 ----------------------------------- ----------------------------------- NET SALES 2005 2004 Variance 2005 2004 Variance - ------------------------------------------------------- -------- -------- -------- -------- -------- --------- Cequent Transportation Accessories .................... $ 126.6 $ 125.1 1.2% $ 409.7 $ 405.2 1.1% Rieke Packaging ....................................... 34.3 33.1 3.6% 103.6 98.2 5.5% Fastening Systems ..................................... 39.1 39.1 0.0% 122.4 114.8 6.6% Industrial Specialties ................................ 70.9 59.8 18.6% 222.6 184.1 20.9% -------- -------- -------- -------- -------- --------- Total Net Sales ..................................... $ 270.9 $ 257.1 5.4% $ 858.3 $ 802.3 7.0% OPERATING PROFIT - ------------------------------------------------------- Cequent Transportation Accessories .................... $ 8.0 $ 12.7 -37.0% $ 30.7 $ 49.4 -37.9% Rieke Packaging ....................................... 7.1 8.8 -19.3% 22.8 24.1 -5.4% Fastening Systems ..................................... 1.7 (1.5) N/A 5.6 (5.8) N/A Industrial Specialties ................................ 7.1 5.6 26.8% 25.7 20.0 28.5% Corporate ............................................. (5.9) (4.7) 25.5% (15.8) (15.8) 0.0% -------- -------- -------- -------- -------- --------- Total Operating Profit .............................. $ 18.0 $ 20.9 -13.9% $ 69.0 $ 71.9 -4.0% % Margin .......................................... 6.6% 8.1% -1.5% 8.0% 9.0% -0.9% ADJUSTED EBITDA(1) - ------------------------------------------------------- Cequent Transportation Accessories .................... $ 12.2 $ 17.5 -30.3% $ 43.9 $ 63.5 -30.9% Rieke Packaging ....................................... 9.3 10.6 -12.3% 28.1 30.7 -8.5% Fastening Systems ..................................... 3.4 0.3 1033.3% 10.3 (0.8) N/A Industrial Specialties ................................ 9.0 7.4 21.6% 31.2 25.5 22.4% -------- -------- -------- -------- -------- --------- Segment Adjusted EBITDA ............................. $ 33.9 $ 35.8 -5.3% $ 113.5 $ 118.9 -4.5% % Margin .......................................... 12.5% 13.9% -1.4% 13.2% 14.8% -1.6% Corporate office, management fee and other ............ $ (7.1) $ (4.9) 44.9% $ (18.5) $ (17.1) 8.2% - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL COMPANY ADJUSTED EBITDA ...................... $ 26.8 $ 30.9 -13.3% $ 95.0 $ 101.8 -6.7% - ------------------------------------------------------------------------------------------------------------------------------------ % Margin .......................................... 9.9% 12.1% -2.2% 11.1% 12.7% -1.6% MEMO ITEMS - ------------------------------------------------------- Restructuring, consolidation and integration costs(2).. $ (0.6) $ (3.5) $ 2.9 $ (3.5) $ (13.3) $ (9.4) Asbestos lititgation defense costs .................... $ (0.6) $ - $ (0.6) $ (1.5) $ - $ (1.5) (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. - -------------------------------------------------------------------------------- 13 TRIMAS CAPITALIZATION - -------------------------------------------------------------------------------- ($ IN MILLIONS) - -------------------------------------------------------------------------------- SEPTEMBER 30, DECEMBER 31, 2005 2004 - -------------------------------------------------------------------------------- Cash and Cash Equivalents ........... $ 2.2 $ 3.1 - -------------------------------------------------------------------------------- Working Capital Revolver ............ $ 6.0 $ 12.8 Term Loan B ......................... 286.7 288.9 Other Debt .......................... - 0.1 --------- --------- Subtotal, Senior Secured Debt ..... 292.7 301.8 9.875% Senior Sub Notes due 2012 .... 436.3 436.2 - -------------------------------------------------------------------------------- Total Debt ........................ $ 729.0 $ 738.0 - -------------------------------------------------------------------------------- Total Shareholders' Equity ........ $ 403.9 $ 405.2 - -------------------------------------------------------------------------------- Total Capitalization ............. $ 1,132.9 $ 1,143.2 - -------------------------------------------------------------------------------- Memo: A/R Securitization ............ $ 24.9 $ 48.0 Total Debt + A/R Securitization ... $ 753.9 $ 786.0 - -------------------------------------------------------------------------------- KEY RATIOS: - ----------- Bank LTM EBITDA ..................... $ 145.6 $ 154.9 Coverage Ratio ...................... 2.04x 2.40x Leverage Ratio ...................... 5.18x 5.08x - -------------------------------------------------------------------------------- Third Quarter 2005 Update - ------------------------- o TriMas had $2.2 million of cash and cash equivalents at September 30, 2005. o The Credit Agreement leverage ratio was 5.18x at September 30, 2005 compared to 5.40x at June 30, 2005 and 5.08x at December 31, 2004. - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 14 TRIMAS CORPORATION - 2005 FOCUS AND PRIORITIES - -------------------------------------------------------------------------------- o TriMas is forecasting year-over-year earnings improvement in the fourth quarter of 2005. o TriMas' earnings issues are primarily within two of our Cequent Transportation Accessories companies: Towing and Consumer Products. As a group, Cequent is focused on: o Lowering its fixed cost base o Reducing selling, general and administrative expenses o Shrinking the group's manufacturing and distribution footprint o Fully utilizing our low cost Mexican operations o Lowering its variable cost o Reducing SKU complexity o Driving off-shore purchasing initiatives o Reducing labor o Driving customer performance o Focus on order fill o Providing "fighting" brands to the channels that want them o Positioning Cequent to be more flexible and more profitable o We have narrowed the gap in the third quarter and expect that slope of improvement to increase in the fourth quarter. o All of the TriMas companies are focused on product launches and revenue expansion as we prepare to enter 2006. - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 15 TRIMAS CORPORATION - 2005 FOCUS AND PRIORITIES - -------------------------------------------------------------------------------- IN SUMMARY......... o Initiatives are being implemented that will drive an estimated $15 million of annual costs from the business and $10 million of additional pricing. o Working capital reductions and free cash flow will drive further debt reduction by year end. o Every TriMas portfolio company will drive free cash flow as we move forward. o TriMas businesses in aggregate are in solid shape. The Cequent year-over-year improvement in working capital management has resulted in solid debt pay down. The Towing Products and Consumer Products businesses are closer to executing lower cost strategies which will make TriMas only stronger. o The focus within TriMas is now on product, market, and profitable revenue expansion as the basis for further earnings growth. o TriMas has too much debt. Free cash flow is our focus. o TriMas took a big bite out of debt in the quarter, we know how to do it. o We expect solid performance in the fourth quarter and into 2006. That said, we are being conservative in our view of general economic expansion versus new products and market share gains. - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 16 [TRIMAS CORPORATION LOGO] Q & A [PICTURES OMITTED] [TRIMAS CORPORATION LOGO] APPENDIX [PICTURES OMITTED] CONDENSED BALANCE SHEET - -------------------------------------------------------------------------------- ($ IN MILLIONS) - ------------------------------------------------------------------------------------------ SEP. 30, DEC. 31, SEP. 30, 2005 2004 2004 - ------------------------------------------------------------------------------------------ ASSETS ------ Current Assets: Cash & Cash Equivalents .................... $ 2.2 $ 3.1 $ 3.1 Receivables ................................ 119.1 93.4 150.2 Inventories ................................ 164.0 180.0 166.6 Deferred Income Taxes ...................... 17.5 17.5 11.0 Prepaid Expenses and Other Current Assets .. 7.5 8.5 10.2 ---------- ---------- ---------- Total Current Assets ..................... 310.3 302.5 341.1 Property & Equipment, Net .................... 188.9 198.6 204.7 Goodwill ..................................... 652.2 658.0 658.9 Other Intangibles, Net ....................... 293.6 304.9 312.8 Other Assets ................................. 56.5 58.2 60.9 ---------- ---------- ---------- Total Assets ................................. $ 1,501.5 $ 1,522.2 $ 1,578.4 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current Liabilities: Current Maturities, Long-Term Debt ......... $ 2.9 $ 3.0 $ 3.0 Accounts Payable ........................... 116.8 135.2 121.1 Accrued Liabilities ........................ 73.8 68.2 79.7 Due to Metaldyne ........................... 3.3 2.6 0.3 ---------- ---------- ---------- Total Current Liabilities ................ 196.8 209.0 204.1 Long-Term Debt ............................... 726.2 735.0 772.9 Deferred Income Taxes ........................ 131.6 133.5 151.0 Other Long-Term Liabilities .................. 38.7 35.2 34.7 Due to Metaldyne ............................. 4.3 4.3 6.5 ---------- ---------- ---------- Total Liabilities .......................... 1,097.6 1,117.0 1,169.2 Total Shareholders' Equity ................... 403.9 405.2 409.2 ---------- ---------- ---------- Total Liabilities and Shareholders' Equity ... $ 1,501.5 $ 1,522.2 $ 1,578.4 ========== ========== ========== o At September 30, 2005, TriMas had $2.2 million of cash and approximately $68 million of available liquidity under its revolving credit agreement. o Receivables and debt reduced $25 million at September 30, 2005 as receivables securitization is "off-balance sheet." - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 19 CONDENSED STATEMENT OF OPERATIONS - -------------------------------------------------------------------------------- (UNAUDITED - IN MILLIONS, EXCEPT PER SHARE AMOUNTS) - -------------------------------------------------------------------------------- FOR THE THREE MONTHS ENDED SEPTEMBER 30, - -------------------------------------------------------------------------------- 2005 2004 ----------- ----------- Net sales .......................................... $ 270.9 $ 257.1 Cost of sales ...................................... (210.8) (196.4) ----------- ----------- Gross profit ..................................... 60.1 60.7 Selling, general and administrative expenses ....... (42.1) (39.8) ----------- ----------- Operating profit ................................. 18.0 20.9 Other expense, net ................................. (20.4) (17.5) ----------- ----------- Income (loss) before income tax benefit (expense) .. (2.4) 3.4 Income tax benefit (expense) ....................... 2.6 (1.2) ----------- ----------- Net income ......................................... $ 0.2 $ 2.2 =========== =========== Basic earnings per share ........................... $ 0.01 $ 0.11 =========== =========== Diluted earnings per share ......................... $ 0.01 $ 0.11 =========== =========== Weighted average common shares - basic ............. 20.0 20.0 =========== =========== - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 20 CASH FLOW HIGHLIGHTS - -------------------------------------------------------------------------------- (UNAUDITED - $ IN MILLIONS) - -------------------------------------------------------------------------------- FOR THE NINE MONTHS ENDED SEPTEMBER 30, - -------------------------------------------------------------------------------- 2005 2004 -------- -------- Cash provided by (used for) operating activities $ 19.8 $ (2.7) -------- -------- Capital expenditures (15.0) (35.6) Proceeds from sales of fixed assets 3.5 0.4 Acquisition of businesses, net of cash acquired - (5.5) -------- -------- Cash used for investing activities (11.5) (40.7) -------- -------- Payments on senior credit facility, net (2.2) (2.2) Payments on notes payable and other (6.9) 42.0 -------- -------- Cash (used for) provided by financing activites (9.1) 39.8 -------- -------- Net decrease in cash and cash equivalents $ (0.8) $ (3.6) ======== ======== - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 21 RECONCILIATION OF NON-GAAP MEASURE ADJUSTED EBITDA (1) - -------------------------------------------------------------------------------- (UNAUDITED - $ IN MILLIONS) ---------------------- ------------------- THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2005 2004 2005 2004 ---------------------- ------------------- Net income ................................................ $ 0.2 $ 2.2 $ 6.8 $ 13.4 Income tax (benefit) expense ............................ (2.6) 1.2 1.0 7.8 Interest expense ........................................ 18.8 17.4 55.8 50.0 Depreciation and amortization ........................... 10.4 10.1 31.4 30.6 -------- ------- ------- ------- Adjusted EBITDA ........................................... 26.8 30.9 95.0 101.8 Interest paid ........................................... (6.7) (5.0) (40.3) (36.0) Taxes paid .............................................. (2.6) (2.2) (8.4) (8.7) Legacy stock award expense paid ......................... - - - (5.4) (Gain) loss on dispositions of plant and equipment ...... 0.3 (0.3) 0.4 (0.1) Payments to Metaldyne to fund contractual liabilities ... - - (0.3) (4.6) Receivables sales and securitization, net ............... (24.0) (40.5) 0.4 7.8 Net change in working capital ........................... 11.7 6.9 (27.0) (57.5) -------- ------- ------- ------- Cash flows provided by (used for) operating activities .... $ 5.5 $ (10.2) $ 19.8 $ (2.7) ======== ======= ======= ======= (1) The Company defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, impairment of goodwill, non-cash losses on sale-leaseback of property and equipment and legacy stock award expense. 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. - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 22 KEY COVENANT CALCULATIONS - -------------------------------------------------------------------------------- ($ IN MILLIONS) LEVERAGE RATIO - -------------- Total Indebtedness at September 30, 2005 (1) ...................... $ 753.9 LTM EBITDA, as defined (2) ........................................ $ 145.6 Leverage Ratio - Actual ......................................... 5.18x Leverage Ratio - Covenant ....................................... 5.65x COVERAGE RATIO - -------------- LTM EBITDA, as defined (2) ........................................ $ 145.6 Cash Interest Expense (2) ......................................... $ 71.2 Coverage Ratio - Actual ......................................... 2.04x Coverage Ratio - Covenant ....................................... 2.00x Notes: - ------ (1) As defined in our Credit Agreement, as amended and restated June 6, 2003 and further amended December 17, 2003, December 21, 2004, and September 29, 2005. (2) LTM EBITDA and Cash Interest Expense, as defined. - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 23 LTM EBITDA AS DEFINED IN CREDIT AGREEMENT - -------------------------------------------------------------------------------- ($ IN MILLIONS) - -------------------------------------------------------------------------------- Reported net loss for the twelve months ended September 30, 2005 .... $ (8.7) - -------------------------------------------------------------------------------- Interest expense, net (as defined) ................................ 73.4 Income tax expense (benefit) ...................................... (11.1) Depreciation and amortization ..................................... 45.3 Extraordinary non-cash charges - impairment of assets ............. 10.7 Heartland monitoring fee .......................................... 4.2 Interest equivalent costs ......................................... 3.4 Non-recurring expenses in connection with acquisition integration . 3.3 Other non-cash expenses or losses ................................. 17.8 Non-recurring expenses or costs for cost savings projects ......... 6.9 Non-cash expenses related to equity grants ........................ 0.4 ---------- - -------------------------------------------------------------------------------- Bank EBITDA - LTM Ended September 30, 2005 .......................... $ 145.6 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- [TRIMAS CORPORATION LOGO] 24