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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-0060 |
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Washington, D.C. 20549 |
Expires: March 31, 2006 |
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Estimated average burden |
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FORM 8-K |
hours per response ......28.0 |
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 4, 2009
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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001-10716 |
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38-2687639 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan |
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48304 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrants telephone number, including area code (248) 631-5400
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
TriMas Corporation (the Corporation) issued a press release and held a teleconference on August 4, 2009, reporting its financial results for the second quarter ending June 30, 2009. A copy of the press release and teleconference visual presentation are attached hereto as exhibits and are incorporated herein by reference. The press release and teleconference visual presentation are also available on the Corporations website at www.trimascorp.com.
The information furnished pursuant to this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Corporation under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished herewith:
Exhibit No. |
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Description |
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99.1 |
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Press Release |
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99.2 |
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The Corporations visual presentation titled Second Quarter 2009 Earnings Presentation |
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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.
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TRIMAS CORPORATION |
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Date: |
August 4, 2009 |
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By: |
/s/ David M. Wathen |
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Name: |
David M. Wathen |
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Title: |
Chief Executive Officer |
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Exhibit 99.1
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For more information, contact: |
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Sherry Lauderback |
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VP, Investor Relations & Communications |
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(248) 631-5506 |
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sherrylauderback@trimascorp.com |
TRIMAS CORPORATION REPORTS SECOND QUARTER 2009 RESULTS
Company Generated Free Cash Flow of $23.3 million and Reduced Debt by $37.8 million
BLOOMFIELD HILLS, Michigan, August 4, 2009 TriMas Corporation (NYSE: TRS) today announced financial results for the quarter ended June 30, 2009. The Company reported quarterly net sales from continuing operations of $208.6 million, a decrease of 26.2% from the second quarter of 2008. Second quarter 2009 income from continuing operations was $9.3 million, a 3.9% decrease from the prior year second quarter. The Company reported second quarter 2009 diluted earnings per share from continuing operations of $0.28, in comparison to $0.29 during the second quarter of 2008, including a ($0.04) per diluted share impact of severance and business restructuring costs in both periods and identified as Special Items,(1) and a $0.22 per diluted share gain on extinguishment of debt in the second quarter 2009. The Company reduced total indebtedness, including amounts outstanding under its receivables securitization facility, by $37.8 million compared to March 31, 2009 and by $102.0 million compared to June 30, 2008.
Second Quarter Business Highlights
During the second quarter of 2009, TriMas:
· Generated positive cash flow and reduced inventory levels compared to the prior quarter end in all business segments.
· Grew specialty dispensing product sales at Rieke Packaging and titanium screw sales at Monogram Aerospace, increasing content on certain aircraft.
· Opened new Lamons Sales and Service Centers in Rotterdam, The Netherlands, and Salt Lake City, Utah, to enhance service to key global customers.
· Completed integration of Cequents Towing, Trailer and Electrical Products businesses, including a consolidated ERP system, cross-trained customer service team and centralized distribution center.
· Realigned its operating companies within five business segments as a result of recent management reporting and business consolidation changes.
Despite the challenging market conditions across the majority of our end markets, I am pleased with the execution of our key initiatives during the second quarter, said David Wathen, TriMas President and Chief Executive Officer. Our free cash flow to income from continuing operations conversion rate was over 200%, driven by considerable reductions in working capital. All of our business segments were cash flow positive during the quarter and we reduced total debt by over $100 million during the past year.
Wathen continued, While we aggressively implement our cost reduction and productivity improvement initiatives across the Company, we are also allocating some resources to key growth initiatives aimed at expanding end markets and geographies. We remain focused on using our strong brands, talented teams and broad product portfolio to gain market share during this down market. These initiatives will enhance our position for the balance of 2009 and beyond.
As we move forward over the remainder of 2009, we have not planned for any improvements in the end markets we serve, although we have seen some stabilization at these weak levels. We believe our 2009 sales levels will be down 20% to 25% in comparison to 2008, although we are expanding our efforts to drive new sales opportunities for the future. We remain focused on cash flow and available liquidity during these uncertain times, and are pleased to have again exceeded our forecast on both during the quarter. We are committed to
1
maintaining adequate cushion on our bank covenants, delevering TriMas and ensuring adequate liquidity for our future endeavors, Wathen concluded.
Second Quarter Financial Results From Continuing Operations
· TriMas reported second quarter net sales of $208.6 million, a decrease of 26.2% in comparison to $282.8 million in the second quarter 2008. Sales in all five segments declined in comparison to the prior year second quarter, primarily due to reductions in volume as a result of continued weak global economic activity and reduced consumer discretionary spending. Net sales were also negatively impacted by approximately $6.7 million due to currency exchange, as reported results in U.S. dollars were impacted by weaker foreign currencies.
· The Company reported operating profit of $15.6 million for the second quarter 2009, a decrease of 48.5% in comparison to operating profit of $30.3 million in the second quarter 2008.
· Adjusted EBITDA(2) for the second quarter 2009 decreased 3.2% to $38.1 million, as compared to $39.4 million in the second quarter 2008. Excluding the pre-tax impact of Special Items related to severance and business restructuring charges and the gain on extinguishment of debt, second quarter 2009 Adjusted EBITDA would have been $26.8 million, compared to $41.6 million during the second quarter of 2008.
· Income from continuing operations for the second quarter 2009 decreased 3.9% to $9.3 million, or $0.28 per diluted share, compared to income from continuing operations of $9.7 million, or $0.29 per diluted share, in the second quarter 2008. These results include the after-tax impacts of Special Items of $1.3 million, or ($0.04) per diluted share, and gain on extinguishment of debt of $7.3 million, or $0.22 per diluted share, in the second quarter of 2009 and the after-tax impact of Special Items of $1.4 million, or ($0.04) per diluted share, in the second quarter of 2008.
· Free Cash Flow(2) for second quarter 2009 was $23.3 million, driven by improvements in net working capital resulting from reduced inventory levels. All five business segments generated positive free cash flow during second quarter 2009.
· The Company continued to focus on its Profit Improvement Plan (PIP) to achieve $30 million in cost savings during 2009. TriMas is on plan to achieve these savings in 2009 and continues to pursue additional fixed and variable cost saving actions and productivity initiatives. TriMas realized approximately $8 million in cost reductions and incurred approximately $2 million in charges related to its PIP during the second quarter of 2009.
Financial Position
TriMas ended the quarter with cash of $5.4 million and $147.1 million of aggregate availability under its revolving credit and receivables securitization facilities. The Company reduced total indebtedness, including amounts outstanding under its receivables securitization facility, by $37.8 million during second quarter 2009, and by $102.0 million as compared to June 30, 2008. TriMas ended the quarter with debt of $537.4 million and funding under its receivables securitization facility of $10.0 million, and reported total indebtedness of $547.4 million. During the second quarter of 2009, the Company retired approximately $31.4 million face value of the Companys senior subordinated notes in open market transactions for approximately $19.1 million.
The Company does not have any significant debt maturities under its credit agreement or subordinated notes until 2012. As of June 30, 2009, the Company was in compliance with all debt covenants.
Business Segment Results From Continuing Operations
The Company realigned its operating companies within five business segments as a result of recent management reporting and business consolidation changes. Following this realignment, the Company reports the following
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five segments: Packaging, Energy, Aerospace & Defense, Engineered Components and Cequent. All prior year information and comparisons have been restated to reflect this change.
Packaging (Consists of Rieke Corporation including its foreign subsidiaries of Englass, Rieke Germany and Rieke Italia; 2008 Revenue $161.3 million)
Sales for the second quarter decreased 18.8% compared to the year ago period, due primarily to a decline in industrial closure product sales resulting from the overall economic slowdown, partially offset by an increase in specialty dispensing product sales and other new product introductions. Sales were also negatively impacted by the unfavorable effects of currency exchange. Operating profit for the quarter decreased due to the decline in industrial product sales and the unfavorable effects of currency exchange, which were partially offset by lower material costs and reduced selling, general and administrative costs associated with the Companys cost reduction plans. Operating profit as a percentage of sales improved 280 basis points compared to the second quarter of 2008. The Company continues to diversify its product offering by developing specialty dispensing product applications for growing end markets, including pharmaceutical, personal care and food/beverage markets, and expanding geographically to generate long-term growth.
Energy (Consists of Arrow Engine and Lamons Gasket; 2008 Revenue $213.8 million)
Second quarter sales decreased 34.2% compared to the year ago period due to reduced demand for engines and other well-site content, resulting from a reduction in drilling activity and the deferred completion of previously drilled wells in North America and lower sales of specialty gaskets and related fastening hardware, as a result of lower levels of turn-around activity at petrochemical refineries and reduced demand from the chemical industry. Operating profit for the quarter decreased as a result of lower sales volumes and related lower absorption of fixed costs, partially offset by reductions in discretionary spending. The Company continues to launch new well-site products to complement its engine business, while continuing to expand its sales and service branch network for the specialty gasket business.
Aerospace & Defense (Consists of Monogram Aerospace Fasteners and NI Industries; 2008 Revenue $95.3 million)
Sales for the second quarter decreased 15.6% compared to the year ago period due primarily to lower blind-bolt fastener sales resulting from program delays at commercial airframe manufacturers and inventory reductions at distribution customers, partially offset by sales of new products which increased the Companys content on certain aircraft. Sales in the defense business were also lower compared to the year ago period. Operating profit for the quarter decreased primarily due to lower sales volumes, partially offset by a more favorable product sales mix and reduced selling, general and administrative expenses. Operating profit as a percentage of sales improved 250 basis points compared to the second quarter of 2008. The Company continues to develop and market highly-engineered products for the aerospace market.
Engineered Components (Consists of DEW Technologies, Hi-Vol Products, KEO Cutters, Norris Cylinder and Richards Micro-Tool; 2008 Revenue $126.5 million)
Second quarter sales declined 54.6% compared to the year ago period due to demand declines in the Companys industrial cylinder, precision cutting tools, specialty fittings and medical device businesses, primarily as a result of the current economic downturn. Operating profit for the quarter decreased due to lower sales volumes and lower absorption of fixed costs, which were partially offset by reduced selling, general and administrative expenses. The Company continues to develop specialty products for growing end markets such as medical and expand its international sales efforts.
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Cequent (Consists of Cequent Performance Products, Cequent Consumer Products and Cequent Australia/Asia Pacific; 2008 Revenue $424.4 million)
Sales decreased 19.7% for the second quarter compared to the year ago period. The Company continued to experience weak consumer demand for heavy-duty towing, trailer and electrical products, as a result of the uncertain economic conditions and reductions in consumer discretionary spending, and the unfavorable effects of currency exchange, partially offset by a slight increase in sales to the retail channel. Operating profit for the quarter declined as a result of lower sales volumes, unfavorable foreign currency exchange and lower absorption of fixed costs, partially offset by cost reductions implemented as part of the Companys Profit Improvement Plan. The segment was also negatively impacted by $2.1 million in costs associated with the closure of its Mosinee, Wisconsin manufacturing facility and other business restructuring costs. The Company continues to aggressively reduce fixed costs, decrease working capital and leverage strong brand positions for increased market share.
For a complete schedule of Segment Sales and Operating Profit, including Special Items by segment, see page 8 of this release, Company and Business Segment Financial Information Continuing Operations.
(1) Appendix I details certain one-time costs, expenses and other charges, collectively described as Special Items, that are included in the determination of net income (loss) under GAAP and are not added back to net income (loss) in determining Adjusted EBITDA, but that management would consider important in evaluating the quality of the Companys Adjusted EBITDA and operating results under GAAP.
(2) See Appendix II for reconciliation of Non-GAAP financial measure Adjusted EBITDA and Free Cash Flow to the Companys reported results of operations prepared in accordance with GAAP. Additionally, see Appendix I for additional information regarding Special Items impacting reported GAAP financial measures
Conference Call Information
TriMas Corporation will host its second quarter 2009 earnings conference call today, Tuesday, August 4, 2009 at 10:00 a.m. EDT. The call-in number is (866) 835-8845. Participants should request to be connected to the TriMas Corporation second quarter conference call (conference ID number 1378537). The presentation that will accompany the call will be available on the Companys website at www.trimascorp.com prior to the call.
The conference call will also be web cast simultaneously on the Companys website at www.trimascorp.com. A replay of the conference call will be available on the TriMas website or by dialing (888) 211-2648 (access code 1378537) beginning August 4th at 1:00 p.m. EDT through August 11th at 11:59 p.m. EDT.
Cautionary Notice Regarding Forward-looking Statements
Any forward-looking statements contained herein, including those relating to market conditions or the Companys financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Companys business and industry, the Companys substantial leverage, liabilities imposed by the Companys debt instruments, market demand, competitive factors, the Companys ability to maintain compliance with the listing requirements of the New York Stock Exchange, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Companys accounting policies, future trends, and other risks which are detailed in the Companys Annual Report on Form 10-K for the fiscal year ending December 31, 2008, and in the Companys Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.
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About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NYSE: TRS) provides engineered and applied products for growing markets worldwide. TriMas is organized into five strategic business segments: Packaging, Energy, Aerospace & Defense, Engineered Components and Cequent. TriMas has approximately 4,000 employees at 70 different facilities in 11 countries. For more information, visit www.trimascorp.com.
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TriMas Corporation
Consolidated Balance Sheet
(Unaudited dollars in thousands)
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June 30, |
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December 31, |
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2009 |
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2008 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
5,360 |
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$ |
3,910 |
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Receivables, net of reserves of approximately $6.4 million and $5.7 million as of June 30, 2009 and December 31, 2008, respectively |
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111,880 |
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104,760 |
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Inventories |
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151,080 |
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188,950 |
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Deferred income taxes |
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16,970 |
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16,970 |
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Prepaid expenses and other current assets |
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5,280 |
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7,430 |
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Assets of discontinued operations held for sale |
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2,840 |
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26,200 |
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Total current assets |
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293,410 |
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348,220 |
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Property and equipment, net |
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172,070 |
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181,570 |
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Goodwill |
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195,610 |
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202,280 |
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Other intangibles, net |
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172,030 |
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178,880 |
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Other assets |
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15,690 |
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19,270 |
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Total assets |
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$ |
848,810 |
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$ |
930,220 |
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Liabilities and Shareholders Equity |
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Current liabilities: |
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Current maturities, long-term debt |
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$ |
8,880 |
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$ |
10,360 |
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Accounts payable |
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90,520 |
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111,810 |
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Accrued liabilities |
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67,000 |
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66,340 |
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Liabilities of discontinued operations |
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880 |
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1,340 |
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Total current liabilities |
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167,280 |
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189,850 |
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Long-term debt |
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528,470 |
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599,580 |
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Deferred income taxes |
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43,200 |
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51,650 |
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Other long-term liabilities |
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44,970 |
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34,240 |
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Total liabilities |
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783,920 |
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875,320 |
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Preferred stock $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None |
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Common stock, $0.01 par: Authorized 400,000,000 shares; Issued and outstanding: 33,580,272 shares at June 30, 2009 and 33,620,410 shares at December 31, 2008 |
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330 |
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330 |
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Paid-in capital |
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527,190 |
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527,000 |
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Accumulated deficit |
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(504,850 |
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(510,160 |
) |
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Accumulated other comprehensive income |
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42,220 |
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37,730 |
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Total shareholders equity |
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64,890 |
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54,900 |
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Total liabilities and shareholders equity |
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$ |
848,810 |
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$ |
930,220 |
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6
TriMas Corporation
Consolidated Statement of Operations
(Unaudited dollars in thousands, except for share amounts)
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Three months ended |
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Six months ended |
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June 30, |
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June 30, |
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2009 |
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2008 |
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2009 |
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2008 |
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Net sales |
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$ |
208,650 |
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$ |
282,840 |
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$ |
411,360 |
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$ |
547,430 |
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Cost of sales |
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(159,040 |
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(206,820 |
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(315,910 |
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(401,480 |
) |
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Gross profit |
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49,610 |
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76,020 |
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95,450 |
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145,950 |
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Selling, general and administrative expenses |
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(34,110 |
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(45,580 |
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(75,650 |
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(87,580 |
) |
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Gain (loss) on dispositions of property and equipment |
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120 |
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(120 |
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160 |
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(210 |
) |
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Operating profit |
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15,620 |
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30,320 |
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19,960 |
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58,160 |
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Other income (expense), net: |
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Interest expense |
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(11,310 |
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(13,880 |
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(23,800 |
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(28,590 |
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Gain on extinguishment of debt |
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11,760 |
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27,070 |
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Other, net |
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(820 |
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(1,340 |
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(1,520 |
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(2,530 |
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Other income (expense), net |
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(370 |
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(15,220 |
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1,750 |
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(31,120 |
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Income from continuing operations before income tax expense |
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15,250 |
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15,100 |
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21,710 |
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27,040 |
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Income tax expense |
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(5,940 |
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(5,410 |
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(8,340 |
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(9,740 |
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Income from continuing operations |
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9,310 |
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9,690 |
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13,370 |
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17,300 |
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Income (loss) from discontinued operations, net of income tax benefit (expense) |
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(320 |
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(240 |
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(8,060 |
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20 |
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Net income |
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$ |
8,990 |
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$ |
9,450 |
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$ |
5,310 |
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$ |
17,320 |
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Earnings per share - basic: |
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Continuing operations |
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$ |
0.28 |
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$ |
0.29 |
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$ |
0.40 |
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$ |
0.51 |
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Discontinued operations, net of income tax benefit (expense) |
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(0.01 |
) |
(0.01 |
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(0.24 |
) |
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Net income per share |
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$ |
0.27 |
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$ |
0.28 |
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$ |
0.16 |
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$ |
0.51 |
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Weighted average common shares - basic |
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33,485,317 |
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33,409,500 |
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33,472,481 |
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33,409,500 |
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Earnings per share - diluted: |
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Continuing operations |
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$ |
0.28 |
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$ |
0.29 |
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$ |
0.40 |
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$ |
0.51 |
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Discontinued operations, net of income tax benefit (expense) |
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(0.01 |
) |
(0.01 |
) |
(0.24 |
) |
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Net income per share |
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$ |
0.27 |
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$ |
0.28 |
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$ |
0.16 |
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$ |
0.51 |
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Weighted average common shares - diluted |
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33,656,242 |
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33,445,067 |
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33,532,477 |
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33,448,155 |
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7
TriMas Corporation
Company and Business Segment Financial Information
Continuing Operations
(Unaudited dollars in thousands)
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Three months ended |
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Six months ended |
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June 30, |
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June 30, |
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2009 |
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2008 |
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2009 |
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2008 |
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Packaging |
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Net sales |
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$ |
36,150 |
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$ |
44,520 |
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$ |
66,400 |
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$ |
85,560 |
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Operating profit |
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$ |
8,830 |
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$ |
9,620 |
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$ |
14,230 |
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$ |
18,230 |
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Operating profit as a % of sales |
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24.4 |
% |
21.6 |
% |
21.4 |
% |
21.3 |
% |
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Energy |
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Net sales |
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$ |
34,990 |
|
$ |
53,160 |
|
$ |
75,260 |
|
$ |
101,960 |
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Operating profit |
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$ |
2,660 |
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$ |
8,590 |
|
$ |
6,180 |
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$ |
16,500 |
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Operating profit as a % of sales |
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7.6 |
% |
16.2 |
% |
8.2 |
% |
16.2 |
% |
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Special Items to consider in evaluating operating profit: |
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- Severance and business restructuring costs |
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$ |
|
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$ |
(320 |
) |
$ |
(200 |
) |
$ |
(320 |
) |
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|
|
|
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Excluding Special Items, operating profit would have been: |
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$ |
2,660 |
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$ |
8,910 |
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$ |
6,380 |
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$ |
16,820 |
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|
||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
||||
Net sales |
|
$ |
18,270 |
|
$ |
21,640 |
|
$ |
40,470 |
|
$ |
41,220 |
|
Operating profit |
|
$ |
6,410 |
|
$ |
7,050 |
|
$ |
13,220 |
|
$ |
13,590 |
|
Operating profit as a % of sales |
|
35.1 |
% |
32.6 |
% |
32.7 |
% |
33.0 |
% |
||||
|
|
|
|
|
|
|
|
|
|
||||
Special Items to consider in evaluating operating profit: |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
- Severance and business restructuring costs |
|
$ |
(20 |
) |
$ |
(130 |
) |
$ |
(130 |
) |
$ |
(130 |
) |
|
|
|
|
|
|
|
|
|
|
||||
Excluding Special Items, operating profit would have been: |
|
$ |
6,430 |
|
$ |
7,180 |
|
$ |
13,350 |
|
$ |
13,720 |
|
|
|
|
|
|
|
|
|
|
|
||||
Engineered Components |
|
|
|
|
|
|
|
|
|
||||
Net sales |
|
$ |
15,700 |
|
$ |
34,580 |
|
$ |
35,240 |
|
$ |
68,470 |
|
Operating profit (loss) |
|
$ |
(470 |
) |
$ |
4,430 |
|
$ |
(950 |
) |
$ |
9,050 |
|
Operating profit (loss) as a % of sales |
|
-3.0 |
% |
12.8 |
% |
-2.7 |
% |
13.2 |
% |
||||
|
|
|
|
|
|
|
|
|
|
||||
Special Items to consider in evaluating operating profit (loss): |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
- Severance and business restructuring costs |
|
$ |
(10 |
) |
$ |
(230 |
) |
$ |
(170 |
) |
$ |
(230 |
) |
|
|
|
|
|
|
|
|
|
|
||||
Excluding Special Items, operating profit (loss) would have been: |
|
$ |
(460 |
) |
$ |
4,660 |
|
$ |
(780 |
) |
$ |
9,280 |
|
|
|
|
|
|
|
|
|
|
|
||||
Cequent |
|
|
|
|
|
|
|
|
|
||||
Net sales |
|
$ |
103,540 |
|
$ |
128,940 |
|
$ |
193,990 |
|
$ |
250,220 |
|
Operating profit (loss) |
|
$ |
2,890 |
|
$ |
8,550 |
|
$ |
(460 |
) |
$ |
13,930 |
|
Operating profit (loss) as a % of sales |
|
2.8 |
% |
6.6 |
% |
-0.2 |
% |
5.6 |
% |
||||
|
|
|
|
|
|
|
|
|
|
||||
Special Items to consider in evaluating operating profit (loss): |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
- Severance and business restructuring costs |
|
$ |
(2,120 |
) |
$ |
|
|
$ |
(5,460 |
) |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Excluding Special Items, operating profit would have been: |
|
$ |
5,010 |
|
$ |
8,550 |
|
$ |
5,000 |
|
$ |
13,930 |
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate Expenses |
|
$ |
(4,700 |
) |
$ |
(7,920 |
) |
$ |
(12,260 |
) |
$ |
(13,140 |
) |
|
|
|
|
|
|
|
|
|
|
||||
Special Items to consider in evaluating corporate expenses: |
|
|
|
|
|
|
|
|
|
||||
- Severance and business restructuring costs |
|
$ |
|
|
$ |
(1,580 |
) |
$ |
(2,940 |
) |
$ |
(1,580 |
) |
|
|
|
|
|
|
|
|
|
|
||||
Excluding Special Items, corporate expenses would have been: |
|
$ |
(4,700 |
) |
$ |
(6,340 |
) |
$ |
(9,320 |
) |
$ |
(11,560 |
) |
|
|
|
|
|
|
|
|
|
|
||||
Total Company |
|
|
|
|
|
|
|
|
|
||||
Net sales |
|
$ |
208,650 |
|
$ |
282,840 |
|
$ |
411,360 |
|
$ |
547,430 |
|
Operating profit |
|
$ |
15,620 |
|
$ |
30,320 |
|
$ |
19,960 |
|
$ |
58,160 |
|
Operating profit as a % of sales |
|
7.5 |
% |
10.7 |
% |
4.9 |
% |
10.6 |
% |
||||
|
|
|
|
|
|
|
|
|
|
||||
Total Special Items to consider in evaluating operating profit: |
|
$ |
(2,150 |
) |
$ |
(2,260 |
) |
$ |
(8,900 |
) |
$ |
(2,260 |
) |
|
|
|
|
|
|
|
|
|
|
||||
Excluding Special Items, operating profit would have been: |
|
$ |
17,770 |
|
$ |
32,580 |
|
$ |
28,860 |
|
$ |
60,420 |
|
|
|
|
|
|
|
|
|
|
|
||||
Other Data: |
|
|
|
|
|
|
|
|
|
||||
- Depreciation and amortization |
|
$ |
11,070 |
|
$ |
10,350 |
|
$ |
21,480 |
|
$ |
20,500 |
|
- Interest expense |
|
$ |
11,310 |
|
$ |
13,880 |
|
$ |
23,800 |
|
$ |
28,590 |
|
- Gain on extinguishment of debt, net |
|
$ |
11,760 |
|
$ |
|
|
$ |
27,070 |
|
$ |
|
|
- Other expense, net |
|
$ |
820 |
|
$ |
1,340 |
|
$ |
1,520 |
|
$ |
2,530 |
|
8
Appendix I
TriMas Corporation
Additional Information Regarding Special Items Impacting
Reported GAAP Financial Measures
(Unaudited)
|
|
Three months ended |
|
Three months ended |
|
||||||||
|
|
June 30, 2009 |
|
June 30, 2008 |
|
||||||||
(dollars in thousands, except per share amounts) |
|
Income |
|
EPS |
|
Income |
|
EPS |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Income and EPS from continuing operations, as reported |
|
$ |
9,310 |
|
$ |
0.28 |
|
$ |
9,690 |
|
$ |
0.29 |
|
|
|
|
|
|
|
|
|
|
|
||||
After-tax impact of Special Items to consider in evaluating quality of income and EPS from continuing operations: |
|
|
|
|
|
|
|
|
|
||||
Severance and business restructuring costs |
|
(1,340 |
) |
(0.04 |
) |
(1,440 |
) |
(0.04 |
) |
||||
|
|
|
|
|
|
|
|
|
|
||||
Excluding Special Items, income and EPS from continuing operations would have been |
|
$ |
10,650 |
|
$ |
0.32 |
|
$ |
11,130 |
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
||||
After-tax impact of gain on extinguishment of debt |
|
7,310 |
|
0.22 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Excluding Special Items and gain on extinguishment of debt, income and EPS from continuing operations would have been |
|
$ |
3,340 |
|
$ |
0.10 |
|
$ |
11,130 |
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average shares outstanding at June 30, 2009 and 2008 |
|
|
|
33,656,242 |
|
|
|
33,445,067 |
|
||||
|
|
|
|
|
|
||||||||
|
|
Six months ended |
|
Six months ended |
|
||||||||
|
|
June 30, 2009 |
|
June 30, 2008 |
|
||||||||
(dollars in thousands, except per share amounts) |
|
Income |
|
EPS |
|
Income |
|
EPS |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Income and EPS from continuing operations, as reported |
|
$ |
13,370 |
|
$ |
0.40 |
|
$ |
17,300 |
|
$ |
0.51 |
|
|
|
|
|
|
|
|
|
|
|
||||
After-tax impact of Special Items to consider in evaluating quality of income and EPS from continuing operations: |
|
|
|
|
|
|
|
|
|
||||
Severance and business restructuring costs |
|
(5,540 |
) |
(0.17 |
) |
(1,440 |
) |
(0.04 |
) |
||||
|
|
|
|
|
|
|
|
|
|
||||
Excluding Special Items, income and EPS from continuing operations would have been |
|
$ |
18,910 |
|
$ |
0.57 |
|
$ |
18,740 |
|
$ |
0.55 |
|
|
|
|
|
|
|
|
|
|
|
||||
After-tax impact of gain on extinguishment of debt |
|
16,840 |
|
0.50 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Excluding Special Items and gain on extinguishment of debt, income and EPS from continuing operations would have been |
|
$ |
2,070 |
|
$ |
0.07 |
|
$ |
18,740 |
|
$ |
0.55 |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average shares outstanding at June 30, 2009 and 2008 |
|
|
|
33,532,477 |
|
|
|
33,448,155 |
|
9
Appendix I (cont.)
TriMas Corporation
Additional Information Regarding Special Items Impacting
Reported GAAP Financial Measures
(Unaudited)
|
|
Three months ended June 30, |
|
Six months ended June 30, |
|
||||||||
(dollars in thousands) |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Operating profit from continuing operations, as reported |
|
$ |
15,620 |
|
$ |
30,320 |
|
$ |
19,960 |
|
$ |
58,160 |
|
|
|
|
|
|
|
|
|
|
|
||||
Special Items to consider in evaluating quality of earnings: |
|
|
|
|
|
|
|
|
|
||||
Severance and business restructuring costs |
|
$ |
(2,150 |
) |
$ |
(2,260 |
) |
$ |
(8,900 |
) |
$ |
(2,260 |
) |
|
|
|
|
|
|
|
|
|
|
||||
Excluding Special Items, operating profit from continuing operations would have been |
|
$ |
17,770 |
|
$ |
32,580 |
|
$ |
28,860 |
|
$ |
60,420 |
|
|
|
Three months ended June 30, |
|
Six months ended June 30, |
|
||||||||
(dollars in thousands) |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA from continuing operations, as reported |
|
$ |
38,100 |
|
$ |
39,360 |
|
$ |
67,970 |
|
$ |
76,140 |
|
|
|
|
|
|
|
|
|
|
|
||||
Special Items to consider in evaluating quality of earnings: |
|
|
|
|
|
|
|
|
|
||||
Severance and business restructuring costs |
|
$ |
(980 |
) |
$ |
(2,260 |
) |
$ |
(7,240 |
) |
$ |
(2,260 |
) |
|
|
|
|
|
|
|
|
|
|
||||
Excluding Special Items, Adjusted EBITDA from continuing operations would have been |
|
$ |
39,080 |
|
$ |
41,620 |
|
$ |
75,210 |
|
$ |
78,400 |
|
|
|
|
|
|
|
|
|
|
|
||||
Gross gain on extinguishment of debt |
|
$ |
12,240 |
|
$ |
|
|
$ |
28,060 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Excluding Special Items and gain on extinguishment of debt, Adjusted EBITDA from continuing operations would have been |
|
$ |
26,840 |
|
$ |
41,620 |
|
$ |
47,150 |
|
$ |
78,400 |
|
10
Appendix II
TriMas Corporation
Reconciliation of Non-GAAP Measure Adjusted EBITDA(1) and Free Cash Flow(2)
(Unaudited)
|
|
Three months ended |
|
Six months ended |
|
||||||||
|
|
June 30, |
|
June 30, |
|
||||||||
(dollars in thousands) |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
||||
Net income |
|
$ |
8,990 |
|
$ |
9,450 |
|
$ |
5,310 |
|
$ |
17,320 |
|
Income tax expense |
|
5,720 |
|
5,270 |
|
3,230 |
|
9,750 |
|
||||
Interest expense |
|
11,590 |
|
13,930 |
|
24,120 |
|
28,690 |
|
||||
Debt extinguishment costs |
|
480 |
|
|
|
990 |
|
|
|
||||
Depreciation and amortization |
|
11,070 |
|
10,950 |
|
22,830 |
|
21,700 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA, total company |
|
37,850 |
|
39,600 |
|
56,480 |
|
77,460 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA, discontinued operations |
|
(250 |
) |
240 |
|
(11,490 |
) |
1,320 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA, continuing operations |
|
$ |
38,100 |
|
$ |
39,360 |
|
$ |
67,970 |
|
$ |
76,140 |
|
Special Items |
|
980 |
|
2,260 |
|
7,240 |
|
2,260 |
|
||||
Non-cash gross gain on extinguishment of debt |
|
(12,240 |
) |
|
|
(28,060 |
) |
|
|
||||
Cash interest |
|
(17,060 |
) |
(21,170 |
) |
(21,830 |
) |
(27,100 |
) |
||||
Cash taxes |
|
(1,870 |
) |
(2,940 |
) |
(4,310 |
) |
(5,330 |
) |
||||
Capital expenditures |
|
(3,140 |
) |
(7,120 |
) |
(6,420 |
) |
(13,170 |
) |
||||
Changes in operating working capital |
|
18,790 |
|
18,740 |
|
21,090 |
|
(12,630 |
) |
||||
Free Cash Flow from operations before Special Items |
|
23,560 |
|
29,130 |
|
35,680 |
|
20,170 |
|
||||
Cash paid for Special Items |
|
(2,020 |
) |
(340 |
) |
(4,440 |
) |
(340 |
) |
||||
Net proceeds from sale of business and other assets |
|
1,740 |
|
340 |
|
22,420 |
|
340 |
|
||||
Free Cash Flow |
|
$ |
23,280 |
|
$ |
29,130 |
|
$ |
53,660 |
|
$ |
20,170 |
|
(1)The Company defines Adjusted EBITDA as net income (loss) before cumulative effect of accounting change, interest, taxes, depreciation, amortization, non-cash asset and goodwill impairment write-offs, and non-cash losses on sale-leaseback of property and equipment. Lease expense and non-recurring charges are included in Adjusted EBITDA and include both cash and non-cash charges related to restructuring and integration expenses. In evaluating our business, management considers and uses Adjusted EBITDA as a key indicator of financial operating performance and as a measure of cash generating capability. Management believes this measure is useful as an analytical indicator of leverage capacity and debt servicing ability, and uses it to measure financial performance as well as for planning purposes. However, Adjusted EBITDA should not be considered as an alternative to net income, cash flow from operating activities or any other measures calculated in accordance with U.S. GAAP, or as an indicator of operating performance. The definition of Adjusted EBITDA used here may differ from that used by other companies.
(2)The Company defines Free Cash Flow as Adjusted EBITDA from continuing operations, plus Special Items and net proceeds from sale of businesses, less cash paid for interest, taxes and Special Items, capital expenditures, changes in operating working capital and non-cash (gains) losses on debt extinguishment. As detailed in Appendix I, for purposes of determining Free Cash Flow, Special Items, net, include those one-time costs, expenses and other charges incurred on a cash basis that are included in the determination of net income (loss) under GAAP and are not added back to net income (loss) in determining Adjusted EBITDA, but that management would consider important in evaluating the quality of the Companys Free Cash Flow, as defined.
###
11
Exhibit 99.2
Second Quarter 2009 Earnings Presentation August 4, 2009 |
Safe Harbor Statement Any forward-looking statements contained herein, including those relating to market conditions or the Companys financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Companys business and industry, the Companys substantial leverage, liabilities imposed by the Companys debt instruments, market demand, competitive factors, the Companys ability to maintain compliance with the listing requirements of the New York Stock Exchange, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Companys accounting policies, future trends, and other risks which are detailed in the Companys Annual Report on Form 10-K for the fiscal year ending December 31, 2008, and in the Companys Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements. |
Agenda Opening Remarks Second Quarter 2009 Financial Highlights Key Initiatives Segment Highlights Summary Questions and Answers Appendix |
4 Second Quarter Opening Remarks Sequential improvement vs. Q1 2009 All segments cash flow positive Continued debt reduction Businesses holding or gaining share New, structured business processes showing results Executing... wellGrowing market shareImplementing processes to continually improve. |
5 TriMas Priorities Drive operating profit improvement Best cost producer strategy Effectively manage the balance sheet Pay-down debt Maintain liquidity cushion Deploy capital prudently Focus capital on profitable strategic growth Aerospace, specialty packaging, medical, energy and geographic expansion Executing on what we control. |
Strategic Planning Process Strategic Aspirations Double-digit top and bottom-line growth 3% to 5% of total productivity gains annually Continued investment in growth programs Increased percentage of non-U.S. revenues On-going improvement in capital turns and all cycle times Leverage ratio target of 2.0x Quarterly Reviews Strategic Plan People Plan Budget Board Reviews Incentive Plan JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Incentive Plan Strategic Plan People Plan Operating Plan TriMas Business Process People Planning Process Key Focus Areas Align people plan with strategic plan via structured, repeatable process Identify key business capabilities and leadership needed to enhance execution Align succession planning and people development with strategic business initiatives Implement consistent processes to maximize performance of diverse businesses. |
New Incentive System Measurement Criteria SBU Incentive Factors Sales / Operating Profit Cash Flow from Operations Inventory Turns New Markets / Products Personal Objectives Corporate Incentive Factors Sales / Operating Profit Liquidity / Leverage Ratio EPS Return on Tangible Assets Personal Objectives |
Second Quarter 2009 Financial Highlights |
Second Quarter Summary ($ in millions, except per share amounts) (from continuing operations) Q2 2009 Q2 2008 % Chg Revenue $ 208.6 $ 282.8 -26.2% Adjusted EBITDA(1) $ 38.1 $ 39.4 -3.2% Excl. Special Items, (1) Adj EBITDA would have been: $ 39.1 $ 41.6 -6.1% Excl. Special Items (1) and debt extinguishment gain, Adj EBITDA would have been: $ 26.8 $ 41.6 -35.5% Income $ 9.3 $ 9.7 -3.9% Excl. Special Items, (1) Income would have been: $ 10.7 $ 11.1 -4.3% Excl. Special Items (1) and debt extinguishment gain, Income would have been: $ 3.3 $ 11.1 -70.0% Diluted earnings per share $ 0.28 $ 0.29 -3.4% Excl. Special Items, (1) diluted EPS would have been: $ 0.32 $ 0.33 -3.0% Excl. Special Items (1) and debt extinguishment gain, diluted EPS would have been: $ 0.10 $ 0.33 -69.7% Free Cash Flow(1) $ 23.3 $ 29.1 -20.1% Debt and A/R Securitization $ 547.4 $ 649.4 -15.7% Weak global economy continues to impact the majority of end markets sales lower than expected Focus on cost reduction and productivity efforts to offset salesvolume declines Best deployment of capital was to retire debt retired $31.4 million face value of notes for approximately $19.1 million Reduced total indebtedness by $102.0 million compared to June 30, 2008 Solid Free Cash Flow resulting from improvements in net working capital (1) Special Items for each period, as well as the Reconciliation of Non-GAAP Measures Adjusted EBITDA and Free Cash Flow, are provided in the Appendix. |
Q2 2009 vs. Q1 2009 ($ in millions, except EPS) (from continuing operations) Q2 2009 Q1 2009 % Chg Revenue $ 208.6 $ 202.7 2.9% Gross Margin $ 49.6 $ 45.8 8.2% Gross margin as a percent of revenue: 23.8% 22.6% Adjusted EBITDA(1) $ 38.1 $ 29.9 27.6% Excl. Special Items, (1) Adjusted EBITDA would have been: $ 39.1 $ 36.1 8.2% Excl. Special Items (1) and debt extinguishment gain, Adjusted EBITDA would have been: $ 26.8 $ 20.3 32.2% Free Cash Flow(1) $ 23.3 $ 31.7 -26.7% Operating Working Capital $ 154.3 $ 173.1 -10.9% Total Debt + A/R Securitization $ 547.4 $ 585.2 -6.5% Interest Expense $ 11.3 $ 12.5 -9.4% Improved gross profit margin by 120 basis points and Adjusted EBITDA margin (excl. Special Items and gain) by 280 basis points with a slight revenue increase Driven by lower material costs and SG&A cost reductions Decrease in working capital resulting from reduced inventories Reduced total indebtedness by nearly $37.8 million and quarterly interest expense by $1.2 million (1) Special Items for each period, as well as the Reconciliation of Non-GAAP Measures Adjusted EBITDA and Free Cash Flow, are provided in the Appendix. |
Key Initiatives |
$30M 12 Profit and Productivity Improvements Tactics Employed: Fixed cost headcount reductions Salaried hiring freeze Merit deferrals Mandatory 4-day work weeks Required weeks off without pay Acceleration of plant consolidations and moves to low-cost countries Consolidation of distribution facilities Employee health care contribution increase Travel freeze Aggressive reductions in discretionary spending Negotiated reductions from vendors and suppliers Cancelled supplier orders $ in millions On track to achieve at least $30 million in cost savings in 2009... Continue to identify additional cost savings opportunities. $6M $5.4M $8.2M As of 11/17/08 As of 8/4/09 Q1 Realized Q2 Realized Cost Reductions Packaging Energy Aerospace & Defense Engineered Components Cequent |
13 Working Capital Improvements Tactics Employed: Cycle time improvements External expertise Statistical demand forecasting Ordering patterns Supply chain changes Supplier improvements SKU rationalization Distribution consolidation Continued lean initiatives will drive permanent process change and working capital reductions. Operating Working Capital $173 $195 $154 $176 $179 $175 $125 $150 $175 $200 2008 2009 ($ in millions) Q1 Q2 Q3 Q4 |
14 Debt Reduction Actions to reduce cash interest by $9 - $10 million this year. Reduced total indebtedness, including amounts on A/R securitization facility, by $37.8 and $102.0 million versus 3/31/09 and 6/30/08, respectively As of June 30, 2009, TriMas had $152.5 million of cash and available liquidity under its revolving credit and receivables securitization facility Leverage ratio of 3.81x compared to a debt covenant ratio of 5.0x Total weighted average cost of credit facility borrowings decreased from 5.2% to 3.9% year over year No significant debt maturities until 2012 Total Debt Interest Expense ($ in millions) |
15 Strong Cash Flow Tactics Employed: Reduce working capital Manage capital expenditures Currently at 50% of 2008 level through June Yet still investing in key growth initiatives Reduce interest costs Retirement of debt Cost of debt Dispose of non-core assets Non-strategically aligned businesses Non-performing assets (facilities) Free cash flow(1) to income from continuing ops conversion rate of over 200% during Q2 All segments generated positive free cash flow during the quarter Cash flow for YTD 2009 greater than full year 2008 free cash flow. (1) (1) Special Items for each period, as well as the Reconciliation of Non-GAAP Measures Adjusted EBITDA and Free Cash Flow, are provided in the Appendix. |
Key Initiatives Summary - 2009 $10 - $20M $10 - $20M Other (dispositions of non-core assets) $70M+ $60M+ Free cash flow(1) $7 - $9M $5 - $7M Capex reduction $25 - $35M $10 - $20M Working capital reduction $9 - $10M $4 - $7M Cash interest reduction $30M+ $28M PIP cost savings (realized in 09) Current Previous Initiative Targeting a minimum of 0.4x covenant cushion for the remainder of 2009. (1) Special Items for each period, as well as the Reconciliation of Non-GAAP Measures Adjusted EBITDA and Free Cash Flow, are provided in the Appendix. |
Second Quarter Segment Highlights |
Packaging ($ in millions) Net Sales Adjusted EBITDA Operating Profit $12.7 $44.5 $9.6 $11.6 $36.2 $8.8 (18.8%) (9.0%) (8.2%) Q2 2008 Q2 2009 Q2 2008 Q2 2009 Q2 2008 Q2 2009 Results: Key Initiatives: Sales decreased due to lower industrial closure sales Target specialty dispensing products into higher and the unfavorable effects of currency exchange growth end markets (pharmaceutical, food/beverage & personal care) Partially offset by an increase in specialty Increase geographic coverage efforts in Europe & dispensing sales Southeast Asia Adjusted EBITDA and operating profit declined in line Reduce costs with lower sales and the negative impact of currency Restructure Europe exchange, partially offset by reduced SG&A expenses Rieke Italia profit improvement initiatives Margin percentages increased due to lower material China at full capacity costs and reduced SG&A |
GAAP Measure Adjusted EBITDA and Free Cash Flow, are provided in the Appendix. Results: Key Initiatives: Expand complementary product lines at well-site Sales decreased due to reduced demand for engines and other well-site content, as well as lower sales of Gas production equipment including specialty gaskets and related fastening hardware compressors, metering, instrumentation & other welded assemblies Negative conversion resulted due to lower absorption of fixed costs, partially offset by reductions in Expand gasket business with major customers into discretionary spending Southeast Asia, Europe and South America Still generated positive free cash flow for the quarter Opened Rotterdam and Salt Lake City sales and service centers Reduce inventory by implementing Lean initiatives Continue to reduce costs Energy ($ in millions) Net Sales Adjusted EBITDA(1) Operating Profit(1) $8.9 $9.5 $53.2 $3.5 $35.0 $2.7 (34.2%) (65.4%) (70.1%) Q2 2008 Q2 2009 Q2 2008 Q2 2009 Q2 2008 Q2 2009 (1)Adjusted EBITDA and Operating Profit exclude Special Items for each period. A detailed schedule of Special Items, as well as the Reconciliation of Non- |
Aerospace & Defense ($ in millions) Net Sales Adjusted EBITDA(1) Operating Profit(1) $7.6 $21.6 $7.2 $7.0 $18.3 $6.4 (15.6%) (7.9%) (10.4%) Q2 2008 Q2 2009 Q2 2008 Q2 2009 Q2 2008 Q2 2009 (1)Adjusted EBITDA and Operating Profit exclude Special Items for each period. A detailed schedule of Special Items, as well as the Reconciliation of Non-GAAP Measure Adjusted EBITDA and Free Cash Flow, are provided in the Appendix. Results: Key Initiatives: Sales decreased primarily due to lower blind-bolt sales Expand aerospace fastener product lines to resulting from commercial airframe manufacturers increase content and applications per aircraft program delays and inventory reductions at distribution Implement Lean initiatives to drive lower customers working capital and reduced costs Partially offset by new product sales, increasing Leverage existing relationships with defense content on certain aircraft customers to find incremental sales Sales in defense business also declined opportunities Operating profit as a percentage of sales improved due to a more favorable sales mix and reduced SG&A costs |
Engineered Components ($ in millions) Net Sales Adjusted EBITDA(1) Operating Profit (Loss)(1) $34.6 $4.7 $5.7 $15.7 $0.6 $(0.5) (54.6%) (89.3%) nm Q2 2008 Q2 2009 Q2 2008 Q2 2009 Q2 2008 Q2 2009 (1)Adjusted EBITDA and Operating Profit exclude Special Items for each period. A detailed schedule of Special Items, as well as the Reconciliation of Non-GAAP Measure Adjusted EBITDA and Free Cash Flow, are provided in the Appendix. Results: Key Initiatives: Sales declined due to reduced demand in industrial Develop specialty products for medical components and cylinder, precision cutting tools and specialty fittings tooling markets businesses, primarily as a result of current economic Continue to expand geographic use and design/use of downturn cylinders modifications to specs and new certifications Adjusted EBITDA and operating profit decreased due to Leverage capabilities across industrial and medical lower sales volumes and lower absorption of fixed costs, businesses through integration of management and partially offset by reduced SG&A expenses consistent processes Still generated positive free cash flow for the quarter Continue to reduce costs and working capital to reflect current/expected demand |
Cequent ($ in millions) Net Sales Adjusted EBITDA(1) Operating Profit(1) $128.9 $12.8 $8.6 $103.5 $9.1 $46.4 $5.0 (19.7%) (28.8%) (41.4%) Q2 2008 Q2 2009 Q2 2008 Q2 2009 Q2 2008 Q2 2009 (1)Adjusted EBITDA and Operating Profit exclude Special Items for each period. A detailed schedule of Special Items, as well as the Reconciliation of Non-GAAP Measure Adjusted EBITDA and Free Cash Flow, are provided in the Appendix. Results: Key Initiatives: Sales decreased due to continued weak demand in end Continue to mitigate decline in end markets by markets resulting from continued pressures on consumer leveraging strong brand names for additional market discretionary spending and credit availability, combined share and cross-selling product portfolio with unfavorable impact of a weaker Australian dollar Grow geographically in Southeast Asia and Australia Sales to the Retail channel increased slightly with local and global product content Adjusted EBITDA and operating profit decreased due to Aggressively reduce fixed costs and overall spend decline in sales, the unfavorable impact of currency Integrate separate businesses and consolidate exchange and the lower absorption of fixed costs, partially locations offset by cost reductions Rationalize SKUs and improve process Improvements in working capital ($ and %) drove significant cash flow during the quarter Reduce capital requirements |
Summary |
24 TriMas Priorities Drive operating profit improvement Best cost producer strategy Effectively manage the balance sheet Pay-down debt Maintain liquidity cushion Deploy capital prudently Focus capital on profitable strategic growth Aerospace, specialty packaging, medical, energy and geographic expansion Leaner, faster and stronger! |
Questions & Answers |
Appendix |
27 TriMas Vision We provide engineered and applied products that customers in growing markets need and value. We build and run agile businesses that provide high returns on capital. Operating Principles: Securing our position as the best cost producer Building a sustainable competitive advantage Acting with high speed in all aspects of business best cycle times in every activity Thoughtfully allocating resources for: New products in growing end markets Geographic expansion Cost-out and productivity projects Bolt-on acquisitions that provide enhanced growth and returns Leveraging the benefits of being a billion dollar company, while retaining agility in our SBUs Being a great place to work |
Q2 2009 Statement of Operations (Unaudited, $ in thousands) Three months ended Six months ended June 30, June 30, 2009 2008 2009 2008 Net sales $ 208,650 $ 282,840 $ 411,360 $ 547,430 Cost of sales (159,040) (206,820) (315,910) (401,480) Gross profit 49,610 76,020 95,450 145,950 Selling, general and administrative expenses (34,110) (45,580) (75,650) (87,580) Gain (loss) on dispositions of property and equipment 120 (120) 160 (210) Operating profit 15,620 30,320 19,960 58,160 Other income (expense), net: Interest expense (11,310) (13,880) (23,800) (28,590) Gain on extinguishment of debt 11,760 - 27,070 - Other, net (820) (1,340) (1,520) (2,530) Other income (expense), net (370) (15,220) 1,750 (31,120) Income from continuing operations before income tax expense 15,250 15,100 21,710 27,040 Income tax expense (5,940) (5,410) (8,340) (9,740) Income from continuing operations $ 9,310 $ 9,690 $ 13,370 $ 17,300 Income (loss) from discontinued operations, net of income tax benefit (expense) (320) (240) (8,060) 20 Net income $ 8,990 $ 9,450 $ 5,310 $ 17,320 28 |
Q2 2009 Balance Sheet (Unaudited, $ in thousands) June 30, December 31, 2009 2008 Assets Current assets: Cash and cash equivalents $ 5,360 $ 3,910 Receivables, net 111,880 104,760 Inventories 151,080 188,950 Deferred income taxes 16,970 16,970 Prepaid expenses and other current assets 5,280 7,430 Assets of discontinued operations held for sale 2,840 26,200 Total current assets 293,410 348,220 Property and equipment, net 172,070 181,570 Goodwill 195,610 202,280 Other intangibles, net 172,030 178,880 Other assets 15,690 19,270 Total assets $ 848,810 $ 930,220 Liabilities and Shareholders' Equity Current liabilities: Current maturities, long-term debt $ 8,880 $ 10,360 Accounts payable 90,520 111,810 Accrued liabilities 67,000 66,340 Liabilities of discontinued operations 880 1,340 Total current liabilities 167,280 189,850 Long-term debt 528,470 599,580 Deferred income taxes 43,200 51,650 Other long-term liabilities 44,970 34,240 Total liabilities 783,920 875,320 Total shareholders' equity 64,890 54,900 Total liabilities and shareholders' equity $ 848,810 $ 930,220 29 |
Debt Reduction ($ in thousands) June 30, December 31, June 30, 2009 2008 2008 Reduced total indebtedness, including Cash and Cash Equivalents $ 5,360 $ 3,910 $ 6,860 amounts on A/R securitization facility, by Senior Secured Bank Debt 271,260 280,800 279,360 $37.8 and $102.0 million versus 3/31/09 and 9.875% Senior Sub Notes due 2012 266,090 329,140 337,040 Total Debt $ 537,350 $ 609,940 $ 616,400 6/30/08, respectively Memo: A/R Securitization $ 10,000 $ 20,000 $ 32,980 Leverage ratio of 3.81x Total Debt + A/R Securitization $ 547,350 $ 629,940 $ 649,380 compared to a debt covenant ratio of 5.0x Key Ratios: Bank LTM EBITDA $ 143,600 $ 151,570 $ 152,810 Total weighted average Interest Coverage Ratio 2.94x 2.74x 2.54x cost of credit facility Leverage Ratio 3.81x 4.16x 4.25x borrowings decreased from 5.2% to 3.9% Bank Covenants: Interest Coverage Ratio 2.10x 2.00x 1.90x No significant debt Leverage Ratio 5.00x 5.00x 5.25x maturities until 2012 As of June 30, 2009, TriMas had $152.5 million of cash and available liquidity under its revolving credit and receivables securitization facilities 30 |
Reconciliation of Non-GAAP Measures Adjusted EBITDA(1) and Free Cash Flow(2) (Unaudited) Three months ended Six months ended June 30, June 30, (dollars in thousands) 2009 2008 2009 2008 Net income $ 8,990 $ 9,450 $ 5,310 $ 17,320 Income tax expense 5,720 5,270 3,230 9,750 Interest expense 11,590 13,930 24,120 28,690 Debt extinguishment costs 480 - 990 - Depreciation and amortization 11,070 10,950 22,830 21,700 Adjusted EBITDA, total company 37,850 39,600 56,480 77,460 Adjusted EBITDA, discontinued operations (250) 240 (11,490) 1,320 Adjusted EBITDA, continuing operations $ 38,100 $ 39,360 $ 67,970 $ 76,140 Special Items 980 2,260 7,240 2,260 Non-cash gross gain on extinguishment of debt (12,240) - (28,060) - Cash interest (17,060) (21,170) (21,830) (27,100) Cash taxes (1,870) (2,940) (4,310) (5,330) Capital expenditures (3,140) (7,120) (6,420) (13,170) Changes in operating working capital 18,790 18,740 21,090 (12,630) Free Cash Flow from operations before Special Items 23,560 29,130 35,680 20,170 Cash paid for Special Items (2,020) (340) (4,440) (340) Net proceeds from sale of business and other assets 1,740 340 22,420 340 Free Cash Flow $ 23,280 $ 29,130 $ 53,660 $ 20,170 (1)The Company defines Adjusted EBITDA as net income (loss) before cumulative effect of accounting change, interest, taxes, depreciation, amortization, non-cash asset and goodwill impairment write-offs, and non-cash losses on sale-leaseback of property and equipment. Lease expense and non-recurring charges are included in Adjusted EBITDA and include both cash and non-cash charges related to restructuring and integration expenses. In evaluating our business, management considers and uses Adjusted EBITDA as a key indicator of financial operating performance and as a measure of cash generating capability. Management believes this measure is useful as an analytical indicator of leverage capacity and debt servicing ability, and uses it to measure financial performance as well as for planning purposes. However, Adjusted EBITDA should not be considered as an alternative to net income, cash flow from operating activities or any other measures calculated in accordance with U.S. GAAP, or as an indicator of operating performance. The definition of Adjusted EBITDA used here may differ from that used by other companies. (2)The Company defines Free Cash Flow as Adjusted EBITDA from continuing operations, plus Special Items and net proceeds from sale of businesses, less cash paid for interest, taxes and Special Items, capital expenditures, changes in operating working capital and non-cash (gains) losses on debt extinguishment. As detailed in Appendix I, for purposes of determining Free Cash Flow, Special Items, net, include those one-time costs, expenses and other charges incurred on a cash basis that are included in the determination of net income (loss) under GAAP and are not added back to net income (loss) in determining Adjusted EBITDA, but that management would consider important in evaluating the quality of the Companys Free Cash Flow, as defined. 31 |
Additional Information Regarding Special Items Impacting Reported GAAP Financial Measures (Unaudited) Three months ended Three months ended June 30, 2009 June 30, 2008 (dollars in thousands, except per share amounts) Income EPS Income EPS Income and EPS from continuing operations, as reported $ 9,310 $ 0.28 $ 9,690 $ 0.29 After-tax impact of Special Items to consider in evaluating quality of income and EPS from continuing operations: Severance and business restructuring costs (1,340) (0.04) (1,440) (0.04) Excluding Special Items, income and EPS from continuing operations would have been $ 10,650 $ 0.32 $ 11,130 $ 0.33 After-tax impact of gain on extinguishment of debt 7,310 0.22 - - Excluding Special Items and gain on extinguishment of debt, income and EPS from continuing operations would have been $ 3,340 $ 0.10 $ 11,130 $ 0.33 Weighted-average shares outstanding at June 30, 2009 and 2008 33,656,242 33,445,067 Six months ended Six months ended June 30, 2009 June 30, 2008 (dollars in thousands, except per share amounts) Income EPS Income EPS Income and EPS from continuing operations, as reported $ 13,370 $ 0.40 $ 17,300 $ 0.51 After-tax impact of Special Items to consider in evaluating quality of income and EPS from continuing operations: Severance and business restructuring costs (5,540) (0.17) (1,440) (0.04) Excluding Special Items, income and EPS from continuing operations would have been $ 18,910 $ 0.57 $ 18,740 $ 0.55 After-tax impact of gain on extinguishment of debt 16,840 0.50 - - Excluding Special Items and gain on extinguishment of debt, income and EPS from continuing operations would have been $ 2,070 $ 0.07 $ 18,740 $ 0.55 Weighted-average shares outstanding at June 30, 2009 and 2008 33,532,477 33,448,155 32 |
Additional Information Regarding Special Items Impacting Reported GAAP Financial Measures (cont.) (Unaudited) Three months ended Six months ended June 30, June 30, (dollars in thousands) 2009 2008 2009 2008 Operating profit from continuing operations, as reported $ 15,620 $ 30,320 $ 19,960 $ 58,160 Special Items to consider in evaluating quality of earnings: Severance and business restructuring costs $ (2,150) $ (2,260) $ (8,900) $ (2,260) Excluding Special Items, operating profit from continuing operations would have been $ 17,770 $ 32,580 $ 28,860 $ 60,420 Three months ended Six months ended June 30, June 30, (dollars in thousands) 2009 2008 2009 2008 Adjusted EBITDA from continuing operations, as reported $ 38,100 $ 39,360 $ 67,970 $ 76,140 Special Items to consider in evaluating quality of earnings: Severance and business restructuring costs $ (980) $ (2,260) $ (7,240) $ (2,260) Excluding Special Items, Adjusted EBITDA from continuing operations would have been $ 39,080 $ 41,620 $ 75,210 $ 78,400 Gross gain on extinguishment of debt $ 12,240 $ - $ 28,060 $ - Excluding Special Items and gain on extinguishment of debt, Adjusted EBITDA from continuing operations would have been $ 26,840 $ 41,620 $ 47,150 $ 78,400 33 |
Company and Business Segment Financial Information Cont. Ops Three months ended Six months ended (Unaudited, $ in thousands) June 30, June 30, 2009 2008 2009 2008 Packaging Net sales $ 36,150 $ 44,520 $ 66,400 $ 85,560 Operating profit $ 8,830 $ 9,620 $ 14,230 $ 18,230 Adjusted EBITDA $ 11,580 $ 12,730 $ 20,220 $ 24,780 Energy Net sales $ 34,990 $ 53,160 $ 75,260 $ 101,960 Operating profit $ 2,660 $ 8,590 $ 6,180 $ 16,500 Adjusted EBITDA $ 3,500 $ 9,190 $ 7,780 $ 17,820 Special Items to consider in evaluating operating profit and Adjusted EBITDA: - Severance and business restructuring costs $ - $ (320) $ (200) $ (320) Excluding Special Items, operating profit would have been: $ 2,660 $ 8,910 $ 6,380 $ 16,820 Excluding Special Items, Adjusted EBITDA would have been: $ 3,500 $ 9,510 $ 7,980 $ 18,140 Aerospace & Defense Net sales $ 18,270 $ 21,640 $ 40,470 $ 41,220 Operating profit $ 6,410 $ 7,050 $ 13,220 $ 13,590 Adjusted EBITDA $ 7,010 $ 7,500 $ 14,420 $ 14,480 Special Items to consider in evaluating operating profit and Adjusted EBITDA: - Severance and business restructuring costs $ (20) $ (130) $ (130) $ (130) Excluding Special Items, operating profit would have been: $ 6,430 $ 7,180 $ 13,350 $ 13,720 Excluding Special Items, Adjusted EBITDA would have been: $ 7,030 $ 7,630 $ 14,550 $ 14,610 Engineered Components Net sales $ 15,700 $ 34,580 $ 35,240 $ 68,470 Operating profit (loss) $ (470) $ 4,430 $ (950) $ 9,050 Adjusted EBITDA $ 600 $ 5,460 $ 1,170 $ 11,120 Special Items to consider in evaluating operating profit and Adjusted EBITDA: - Severance and business restructuring costs $ (10) $ (230) $ (170) $ (230) Excluding Special Items, operating profit (loss) would have been: $ (460) $ 4,660 $ (780) $ 9,280 Excluding Special Items, Adjusted EBITDA would have been: $ 610 $ 5,690 $ 1,340 $ 11,350 34 |
Company and Business Segment Financial Information Cont. Ops (cont.) (Unaudited, $ in thousands) Three months ended Six months ended June 30, June 30, 2009 2008 2009 2008 Cequent Net sales $ 103,540 $ 128,940 $ 193,990 $ 250,220 Operating profit (loss) $ 2,890 $ 8,550 $ (460) $ 13,930 Adjusted EBITDA $ 8,160 $ 12,800 $ 9,500 $ 22,380 Special Items to consider in evaluating operating profit (loss): - Severance and business restructuring costs $ (2,120) $ - $ (5,460) $ - Excluding Special Items, operating profit would have been: $ 5,010 $ 8,550 $ 5,000 $ 13,930 Special Items to consider in evaluating Adjusted EBITDA: - Severance and business restructuring costs $ (950) $ - $ (3,800) $ - Excluding Special Items, Adjusted EBITDA would have been: $ 9,110 $ 12,800 $ 13,300 $ 22,380 Corporate Expenses Operating loss $ (4,700) $ (7,920) $ (12,260) $ (13,140) Adjusted EBITDA $ 7,250 $ (8,320) $ 14,880 $ (14,440) Special Items to consider in evaluating operating profit and Adjusted EBITDA: - Severance and business restructuring costs $ - $ (1,580) $ (2,940) $ (1,580) Excluding Special Items, operating loss would have been: $ (4,700) $ (6,340) $ (9,320) $ (11,560) Excluding Special Items, Adjusted EBITDA would have been: $ 7,250 $ (6,740) $ 17,820 $ (12,860) Total Company Net sales $ 208,650 $ 282,840 $ 411,360 $ 547,430 Operating profit $ 15,620 $ 30,320 $ 19,960 $ 58,160 Adjusted EBITDA $ 38,100 $ 39,360 $ 67,970 $ 76,140 Total Special Items to consider in evaluating operating profit: $ (2,150) $ (2,260) $ (8,900) $ (2,260) Excluding Special Items, operating profit would have been: $ 17,770 $ 32,580 $ 28,860 $ 60,420 Total Special Items to consider in evaluating Adjusted EBITDA: $ (980) $ (2,260) $ (7,240) $ (2,260) Excluding Special Items, Adjusted EBITDA would have been: $ 39,080 $ 41,620 $ 75,210 $ 78,400 35 |
LTM EBITDA as Defined in Credit Agreement (Unaudited, $ in thousands) Reported net loss for the twelve months ended June 30, 2009 $ (148,200) Interest expense, net (as defined) 51,360 Debt extinguishment costs 1,130 Income tax benefit (19,130) Depreciation and amortization 45,200 Interest equivalent costs 2,030 Non-cash expenses related to equity grants 350 Other non-cash expenses or losses 188,020 Non-recurring expenses or costs for cost savings projects 6,360 Negative EBITDA from discontinued operations 4,170 Permitted dispositions 12,310 Bank EBITDA - LTM Ended June 30, 2009 (1) $ 143,600 (1) As defined in the Amended and Restated Credit Agreement dated August 2, 2006. 36 |