TRS_063011_8K
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| UNITED STATES | OMB APPROVAL |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0060 Expires: March 31, 2014 Estimated average burden hours per response. . . 5.0 |
| Washington, D.C. 20549 |
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| 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) July 28, 2011
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 001-10716 | | 38-2687639 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
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39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan | | 48304 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (248) 631-5400
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 July 28, 2011, reporting its financial results for the second quarter ending June 30, 2011. 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 Corporation's 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:
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Exhibit No. | | Description |
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99.1 | | Press Release | | |
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99.2 | | The Corporation's visual presentation titled "Second Quarter 2011 Earnings Presentation" |
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: | | July 28, 2011 | | By: | | /s/ David M. Wathen |
| | | | Name: | | David M. Wathen |
| | | | Title: | | Chief Executive Officer |
TRS_063011_Exhibit 99.1
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| | | CONTACT: |
| | | Sherry Lauderback |
| | | VP, Investor Relations & Communications |
| | | (248) 631-5506 |
| | | sherrylauderback@trimascorp.com |
TRIMAS CORPORATION REPORTS SECOND QUARTER RESULTS
Company Raises Outlook for 2011
Company Reports Record Sales and Diluted EPS from Continuing Operations
BLOOMFIELD HILLS, Michigan, July 28, 2011 - TriMas Corporation (NASDAQ: TRS) today announced financial results for the quarter ended June 30, 2011. The Company reported quarterly net sales from continuing operations of $299.7 million, an increase of 18.9% compared to second quarter 2010. Second quarter 2011 income from continuing operations was $17.1 million, or $0.49 per diluted share, including a ($0.07) per share impact related to debt extinguishment costs associated with the Company's recent refinancing, identified as a “Special Item.”(1) Excluding Special Items, second quarter 2011 income from continuing operations would have been $19.6 million, or $0.56 per share, compared to second quarter 2010 income from continuing operations of $15.2 million, or $0.44 per share.
TriMas Highlights
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• | Reported record quarterly net sales of $299.7 million, an increase of 18.9%, with sales growth in all six segments compared to second quarter 2010. |
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• | Improved both income and diluted earnings per share from continuing operations by over 25%, excluding the impact of Special Items, compared to second quarter 2010. |
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• | Raised the full-year 2011 diluted earnings per share (EPS) from continuing operations guidance range from $1.45 to $1.60 per share to $1.60 to $1.70 per share, excluding Special Items. |
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• | Completed the refinance of its U.S. credit facilities, entering into a new credit agreement, primarily to reduce interest costs, extend maturities and improve financial and operating flexibility. |
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• | Today announced an agreement to acquire Innovative Molding, a technology leader in the design, lining and manufacturing of specialty plastic closures for bottles and jars for the food and nutrition industries. Upon closing, Innovative will become part of Rieke, within the Packaging segment. |
“The successful execution of our key initiatives led to another strong quarter of organic sales and earnings growth,” said David Wathen, TriMas President and Chief Executive Officer. “We achieved our sixth consecutive quarter of sales growth, attaining 18.9% sales growth during the second quarter, as a result of continued market share gains, product innovation, geographic expansion, bolt-on acquisitions and improved end markets. With record quarterly sales of almost $300 million, we are confident in the strategies in place in our businesses and our ability to deliver rapid responses to customers' needs.”
Wathen continued, “During the first half of 2011, we further increased investments in our businesses to ensure long-term organic growth, as well as secure additional customers in the short term. We experienced a slight decline in operating profit margin overall, largely due to sales mix shift, as segments with lower margins, such as Energy and Engineered Components, had significant sales increases in second quarter 2011, in addition to the impact from our increased investments. We are intensely focused on our productivity and lean initiatives, and we will use these savings to fund growth, offset inflation and expand margins. As a result of our sales growth and productivity initiatives, we also achieved record quarterly earnings per share of $0.56 (excluding Special Items), an increase of approximately 27%, as compared to second quarter 2010.”
“Based on our second quarter results and current expectations, we are increasing our guidance for full year 2011. We are now estimating 2011 top-line growth of 13% to 16%, compared to 2010, with full-year 2011 diluted earnings per share from continuing operations expected to range between $1.60 and $1.70 per share, excluding Special Items. We continue to be confident in our ability to grow the top-line faster than the economy, create sustainable operating leverage and generate strong cash flow,” Wathen concluded.
Second Quarter Financial Results - From Continuing Operations
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• | TriMas reported record second quarter net sales of $299.7 million, an increase of 18.9% as compared to $252.1 million in second quarter 2010. While the Energy, Aerospace & Defense and Engineered Components segments led this growth with more than 20% increases in net sales, sales increased in each reportable segment compared to second quarter 2010. Overall, sales increased due to market share gains, new product introductions, geographic expansion and additional sales from bolt-on acquisitions transacted in 2010, as well as from improved volumes resulting from the continued economic recovery. In addition, net sales were favorably impacted by approximately $6.4 million as a result of currency exchange. |
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• | The Company reported operating profit of $42.5 million in second quarter 2011, as compared to operating profit of $36.5 million during second quarter 2010, primarily as a result of higher sales levels. Second quarter 2011 operating profit margin was 14.2%, compared to 14.5% in second quarter 2010. This slight decline in operating margin was primarily due to a sales mix shift, as reportable segments with lower margins, Energy and Engineered Components, comprised a greater percentage of sales in second quarter 2011. The Company continued to generate significant savings from productivity and lean initiatives which funds investment in growth initiatives and offsets economic cost increases. |
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• | Second quarter 2011 income from continuing operations was $17.1 million, or $0.49 per diluted share, compared to an income from continuing operations of $15.2 million, or $0.44 per diluted share, during second quarter 2010. Excluding the after-tax impact of the Special Item related to the Company's refinance activities, second quarter 2011 income from continuing operations would have been $19.6 million, or $0.56 per diluted share. |
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• | The Company generated Free Cash Flow (defined as Cash Flow from Operating Activities less Capital Expenditures) of $15.1 million for second quarter 2011, compared to $32.9 million in second quarter 2010, due to increases in net working capital and capital expenditures in support of the Company's growth initiatives. The Company expects to generate $50 to $60 million in Free Cash Flow for 2011. |
Financial Position
During the second quarter of 2011, TriMas completed the refinance of its U.S. credit facilities, entering into a new credit agreement, primarily to reduce interest costs, extend maturities and improve financial and operating flexibility. At quarter end, TriMas reported total indebtedness of $478.4 million as of June 30, 2011, as compared to $494.7 million as of December 31, 2010. TriMas ended second quarter 2011 with $161.8 million of cash and aggregate availability under its revolving credit and accounts receivable facilities.
Business Segment Results - From Continuing Operations
Packaging - (Consists of Rieke Corporation including its foreign subsidiaries of Englass, Rieke Germany, Rieke Italia and Rieke China)
Net sales for second quarter increased 5.2% compared to the year ago period due to increased industrial closure product sales and favorable currency exchange, partially offset by lower specialty dispensing sales. Operating profit and the related margin level for the quarter increased as gross profit improvements generated by capital, productivity and lean initiatives more than offset the increase in selling, general and administrative costs in support of growth initiatives. The Company continues to develop specialty dispensing product applications for growing end markets, including pharmaceutical, personal care and food/beverage, and expand into complementary products as demonstrated by the bolt-on acquisition announced today.
Energy - (Consists of Lamons)
Second quarter net sales increased 38.9% compared to the year ago period, due to incremental sales as a result of the South Texas Bolt & Fitting acquisition completed in the fourth quarter of 2010, as well as sales resulting from newly opened branches. This segment also benefitted from increased sales of gaskets and related bolts resulting from higher levels of turn-around activity at petrochemical refineries and increased demand from the chemical industry. Operating profit for the quarter increased due to higher sales volumes, partially offset by a less favorable sales mix shift related to increasing sales at newer branches, which have lower margins due to more aggressive market pricing and additional launch costs, and increased selling, general and administrative costs in support of branch expansion. The Company continues to grow its sales and service branch network and capitalize on synergies related to the acquisition of South Texas Bolt & Fitting.
Aerospace & Defense - (Consists of Monogram Aerospace Fasteners and NI Industries)
Net sales for the second quarter increased 23.9% compared to the year ago period, due primarily to improved demand for blind bolts and temporary fasteners from aerospace distribution customers, partially offset by lower sales in the defense business related to decreased activity associated with managing the relocation to and establishment of the new U.S. Army's shell manufacturing facility. Operating profit and the related margin increased, primarily due to the sales increase and more favorable product sales mix, partially offset by higher selling, general and administrative expenses. The Company continues to invest in this high-margin segment by developing and marketing highly-engineered products for aerospace applications, as well as expanding its offerings to military and defense customers.
Engineered Components - (Consists of Arrow Engine, Hi-Vol Products, KEO Cutters, Norris Cylinder and Richards Micro-Tool)
Second quarter net sales increased 51.2% compared to the year ago period, primarily due to increased demand for industrial cylinders from global customers and the positive impact of the cylinder asset acquisition completed during second quarter 2010, as well as improved demand for engines, other well-site content and gas compression products. The specialty fittings and precision cutting tools businesses also experienced improved demand, primarily resulting from the upturn in the domestic economy and new product offerings. Second quarter operating profit and related margins improved compared to the prior year period, due to higher sales levels, increased absorption of fixed costs, and productivity and cost reduction efforts, partially offset by higher selling, general and administrative expenses supporting the increased sales levels. The Company continues to develop new products and expand its international sales efforts.
Cequent Asia Pacific - (Consists of Cequent Australia/Asia Pacific)
Net sales for the second quarter increased 16.8% compared to second quarter 2010 due to the favorable impact of currency exchange and new business awards in Thailand, partially offset by continued lower sales in Australia resulting from reduced vehicle availability due to the Japanese tsunami and the continued impact of the first quarter flooding in Queensland, Australia. Operating profit and the related margin decreased due to start-up costs associated with a new program award from a customer incurred during second quarter 2011 for which the associated part production has not yet begun, and the decline in Australian sales volume and related lower absorption of fixed costs. The Company continues to reduce fixed costs and leverage Cequent's strong brand positions to capitalize on growth opportunities in expanding markets.
Cequent North America - (Consists of Cequent Performance Products and Cequent Consumer Products)
Net sales for second quarter increased 7.2% compared to the year ago period, resulting from increased sales within the retail, original equipment and aftermarket channels. Sales increases were the result of market share gains, improved customer demand and new product introductions. Second quarter operating profit increased with margin improvement compared to second quarter 2010, due to improved sales levels, cost reduction actions, improved sourcing and productivity initiatives, partially offset by the sale of higher-cost inventory and increased selling, general and administrative costs in support of the Company's growth initiatives. The Company continues to reduce fixed costs, minimize its investment in working capital and leverage Cequent's strong brand positions and new products for increased market share.
2011 Outlook
The Company raised its outlook for full-year 2011 diluted earnings per share (EPS) from continuing operations to be between $1.60 and $1.70 per share, excluding Special Items and any future events that may be considered Special Items. The Company previously provided an outlook for 2011 EPS to be between $1.45 and $1.60 per share. The Company also raised its 2011 sales outlook from an increase of 8% to 11% to a range of 13% to 16% compared to 2010. In addition, the Company expects 2011 Free Cash Flow, defined as Cash Flow from Operating Activities less Capital Expenditures, to be between $50 million and $60 million.
(1) Appendix I details certain costs, expenses and other charges, collectively described as “Special Items.”
Conference Call Information
TriMas Corporation will host its second quarter 2011 earnings conference call today, Thursday, July 28, 2011, at 10:00 a.m. EDT. The call-in number is (866) 861-4874. Participants should request to be connected to the TriMas Corporation second quarter 2011 earnings conference call (Conference ID #1542923). The conference call will also be simultaneously webcast via TriMas' website at www.trimascorp.com, under the “Investors” section, with an accompanying slide presentation. A replay of the conference call will be available on the TriMas website or by dialing (888) 211-2648 (Access Code #1542923) beginning July 28 at 2:00 p.m. EDT through August 4 at 11:59 p.m. EDT.
Cautionary Notice Regarding Forward-looking Statements
Any “forward-looking” statements contained herein, including those relating to market conditions or the Company's financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company's business and industry, the Company's substantial leverage, liabilities imposed by the Company's debt instruments, market demand, competitive factors, the Company's ability to maintain compliance with the listing requirements of NASDAQ, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Company's accounting policies, future trends, and other risks which are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and in the Company's Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.
About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ: TRS) provides engineered and applied products for growing markets worldwide. TriMas is organized into six reportable segments: Packaging, Energy, Aerospace & Defense, Engineered Components, Cequent Asia Pacific and Cequent North America. TriMas has approximately 4,000 employees at more than 60 different facilities in 11 countries. For more information, visit www.trimascorp.com.
TriMas Corporation
Condensed Consolidated Balance Sheet
(Unaudited - dollars in thousands)
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| | | | | | | | |
| | June 30, | | December 31, |
| | 2011 | | 2010 |
Assets | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 10,070 |
| | $ | 46,370 |
|
Receivables, net of reserves | | 171,070 |
| | 117,050 |
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Inventories | | 175,660 |
| | 161,300 |
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Deferred income taxes | | 25,090 |
| | 34,500 |
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Prepaid expenses and other current assets | | 9,090 |
| | 7,550 |
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Total current assets | | 390,980 |
| | 366,770 |
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Property and equipment, net | | 169,440 |
| | 167,510 |
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Goodwill | | 208,500 |
| | 205,890 |
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Other intangibles, net | | 154,070 |
| | 159,930 |
|
Other assets | | 26,890 |
| | 24,060 |
|
Total assets | | $ | 949,880 |
| | $ | 924,160 |
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| | | | |
Liabilities and Shareholders' Equity | | | | |
Current liabilities: | | | | |
Current maturities, long-term debt | | $ | 4,900 |
| | $ | 17,730 |
|
Accounts payable | | 136,570 |
| | 128,300 |
|
Accrued liabilities | | 62,900 |
| | 68,400 |
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Total current liabilities | | 204,370 |
| | 214,430 |
|
Long-term debt | | 473,500 |
| | 476,920 |
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Deferred income taxes | | 61,650 |
| | 63,880 |
|
Other long-term liabilities | | 56,050 |
| | 56,610 |
|
Total liabilities | | 795,570 |
| | 811,840 |
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Total shareholders' equity | | 154,310 |
| | 112,320 |
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Total liabilities and shareholders' equity | | $ | 949,880 |
| | $ | 924,160 |
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TriMas Corporation
Consolidated Statement of Operations
(Unaudited - dollars in thousands, except for share amounts)
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| | | | | | | | | | | | | | | | |
| | | | | | | | |
| | Three months ended | | Six months ended |
| | June 30, | | June 30, |
| | 2011 | | 2010 | | 2011 | | 2010 |
Net sales | | $ | 299,720 |
| | $ | 252,060 |
| | $ | 569,390 |
| | $ | 472,120 |
|
Cost of sales | | (208,350 | ) | | (173,750 | ) | | (403,340 | ) | | (330,750 | ) |
Gross profit | | 91,370 |
| | 78,310 |
| | 166,050 |
| | 141,370 |
|
Selling, general and administrative expenses | | (48,830 | ) | | (41,370 | ) | | (93,540 | ) | | (79,070 | ) |
Gain (loss) on dispositions of property and equipment | | (40 | ) | | (420 | ) | | 20 |
| | (730 | ) |
Operating profit | | 42,500 |
| | 36,520 |
| | 72,530 |
| | 61,570 |
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Other income (expense), net: | | | | | | | | |
Interest expense | | (11,620 | ) | | (13,090 | ) | | (23,640 | ) | | (27,230 | ) |
Debt extinguishment costs | | (3,970 | ) | | — |
| | (3,970 | ) | | — |
|
Gain on bargain purchase | | — |
| | 410 |
| | — |
| | 410 |
|
Other, net | | (550 | ) | | (540 | ) | | (1,710 | ) | | (1,050 | ) |
Other income (expense), net | | (16,140 | ) | | (13,220 | ) | | (29,320 | ) | | (27,870 | ) |
Income from continuing operations before income tax expense | | 26,360 |
| | 23,300 |
| | 43,210 |
| | 33,700 |
|
Income tax expense | | (9,270 | ) | | (8,080 | ) | | (14,370 | ) | | (12,730 | ) |
Income from continuing operations | | 17,090 |
| | 15,220 |
| | 28,840 |
| | 20,970 |
|
Income from discontinued operations, net of income taxes | | — |
| | 6,210 |
| | — |
| | 5,890 |
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Net income | | $ | 17,090 |
| | $ | 21,430 |
| | $ | 28,840 |
| | $ | 26,860 |
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Earnings per share - basic: | | | | | | | | |
Continuing operations | | $ | 0.50 |
| | $ | 0.45 |
| | $ | 0.85 |
| | $ | 0.62 |
|
Discontinued operations, net of income taxes | | — |
| | 0.18 |
| | — |
| | 0.17 |
|
Net income per share | | $ | 0.50 |
| | $ | 0.63 |
| | $ | 0.85 |
| | $ | 0.79 |
|
Weighted average common shares - basic | | 34,215,734 |
| | 33,794,647 |
| | 34,064,787 |
| | 33,681,516 |
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Earnings per share - diluted: | | | | | | | | |
Continuing operations | | $ | 0.49 |
| | $ | 0.44 |
| | $ | 0.83 |
| | $ | 0.61 |
|
Discontinued operations, net of income taxes | | — |
| | 0.18 |
| | — |
| | 0.17 |
|
Net income per share | | $ | 0.49 |
| | $ | 0.62 |
| | $ | 0.83 |
| | $ | 0.78 |
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Weighted average common shares - diluted | | 34,769,576 |
| | 34,437,418 |
| | 34,667,459 |
| | 34,318,002 |
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TriMas Corporation
Consolidated Statement of Cash Flow
(Unaudited - dollars in thousands) |
| | | | | | | | |
| | Six months ended June 30, |
| | 2011 | | 2010 |
Cash Flows from Operating Activities: | | | | |
Net income | | $ | 28,840 |
| | $ | 26,860 |
|
Adjustments to reconcile net income to net cash provided by (used for) operating activities, net of acquisition impact: | | | | |
Gain on dispositions of property and equipment | | (20 | ) | | (9,310 | ) |
Gain on bargain purchase | | — |
| | (410 | ) |
Depreciation | | 12,620 |
| | 11,960 |
|
Amortization of intangible assets | | 7,040 |
| | 7,090 |
|
Amortization of debt issue costs | | 1,510 |
| | 1,450 |
|
Deferred income taxes | | 7,130 |
| | 9,610 |
|
Debt extinguishment costs | | 3,970 |
| | — |
|
Non-cash compensation expense | | 1,660 |
| | 760 |
|
Increase in receivables | | (52,050 | ) | | (43,130 | ) |
(Increase) decrease in inventories | | (13,190 | ) | | 5,150 |
|
(Increase) decrease in prepaid expenses and other assets | | (3,900 | ) | | 1,820 |
|
Increase (decrease) in accounts payable and accrued liabilities | | (160 | ) | | 20,160 |
|
Other, net | | 1,890 |
| | (590 | ) |
Net cash provided by (used for) operating activities, net of acquisition impact | | (4,660 | ) | | 31,420 |
|
Cash Flows from Investing Activities: | | | | |
Capital expenditures | | (14,020 | ) | | (5,250 | ) |
Acquisition of businesses, net of cash acquired | | — |
| | (11,660 | ) |
Net proceeds from disposition of assets | | 1,660 |
| | 14,740 |
|
Net cash used for investing activities | | (12,360 | ) | | (2,170 | ) |
Cash Flows from Financing Activities: | | | | |
Proceeds from borrowings on term loan facilities | | 226,520 |
| | — |
|
Repayments of borrowings on term loan facilities | | (248,950 | ) | | (8,430 | ) |
Proceeds from borrowings on revolving credit facilities and accounts receivable facility | | 303,520 |
| | 264,930 |
|
Repayments of borrowings on revolving credit facilities and accounts receivable facility | | (297,600 | ) | | (270,930 | ) |
Debt financing fees | | (6,570 | ) | | — |
|
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations | | (830 | ) | | (180 | ) |
Proceeds from exercise of stock options | | 830 |
| | 80 |
|
Excess tax benefits from stock based compensation | | 3,800 |
| | 390 |
|
Net cash used for financing activities | | (19,280 | ) | | (14,140 | ) |
Cash and Cash Equivalents: | | | | |
Increase (decrease) for the period | | (36,300 | ) | | 15,110 |
|
At beginning of period | | 46,370 |
| | 9,480 |
|
At end of period | | $ | 10,070 |
| | $ | 24,590 |
|
| | | | |
Supplemental disclosure of cash flow information: | | | | |
Cash paid for interest | | $ | 22,710 |
| | $ | 22,000 |
|
Cash paid for taxes | | $ | 9,140 |
| | $ | 3,270 |
|
| | | | |
TriMas Corporation
Company and Business Segment Financial Information
Continuing Operations
(Unaudited - dollars in thousands)
|
| | | | | | | | | | | | | | | | | |
| | | Three months ended | | Six months ended |
| | | June 30, | | June 30, |
| | | 2011 | | 2010 | | 2011 | | 2010 |
Packaging | | | | | | | | |
Net Sales | | $ | 47,900 |
| | $ | 45,520 |
| | $ | 91,800 |
| | $ | 89,120 |
|
Operating profit | | $ | 15,070 |
| | $ | 13,480 |
| | $ | 26,900 |
| | $ | 25,340 |
|
| | | | | | | | | |
Energy | | | | | | | | | |
Net sales | | $ | 42,170 |
| | $ | 30,370 |
| | $ | 83,120 |
| | $ | 62,690 |
|
Operating profit | | $ | 5,020 |
| | $ | 4,070 |
| | $ | 10,360 |
| | $ | 8,260 |
|
| | | | | | | | | |
Aerospace & Defense | | | | | | | | |
Net sales | | $ | 21,330 |
| | $ | 17,220 |
| | $ | 39,830 |
| | $ | 34,300 |
|
Operating profit | | $ | 4,860 |
| | $ | 3,810 |
| | $ | 8,580 |
| | $ | 7,670 |
|
| | | | | | | | | |
Engineered Components | | | | | | | | |
Net sales | | $ | 55,490 |
| | $ | 36,700 |
| | $ | 103,600 |
| | $ | 67,180 |
|
Operating profit | | $ | 8,340 |
| | $ | 5,210 |
| | $ | 14,680 |
| | $ | 8,010 |
|
| | | | | | | | | |
Cequent Asia Pacific | | | | | | | | |
Net sales | | $ | 21,560 |
| | $ | 18,460 |
| | $ | 41,370 |
| | $ | 38,760 |
|
Operating profit | | $ | 1,940 |
| | $ | 3,330 |
| | $ | 4,470 |
| | $ | 6,990 |
|
| | | | | | | | | |
Cequent North America | | | | | | | | |
Net sales | | $ | 111,270 |
| | $ | 103,790 |
| | $ | 209,670 |
| | $ | 180,070 |
|
Operating profit | | $ | 14,380 |
| | $ | 12,720 |
| | $ | 21,050 |
| | $ | 17,180 |
|
| | | | | | | | | |
Corporate Expenses | | | | | | | | |
Operating loss | | $ | (7,110 | ) | | $ | (6,100 | ) | | $ | (13,510 | ) | | $ | (11,880 | ) |
| | | | | | | | | |
Total Company | | | | | | | | |
Net sales | | $ | 299,720 |
| | $ | 252,060 |
| | $ | 569,390 |
| | $ | 472,120 |
|
Operating profit | | $ | 42,500 |
| | $ | 36,520 |
| | $ | 72,530 |
| | $ | 61,570 |
|
Appendix I
TriMas Corporation
Additional Information Regarding Special Items Impacting
Reported GAAP Financial Measures
(Unaudited)
|
| | | | | | | | | | | | | | | | |
| | | | | | | | |
| | Three months ended | | Three months ended |
| | June 30, 2011 | | June 30, 2010 |
(dollars in thousands, except per share amounts) | | Income | | EPS | | Income | | EPS |
| | | | | | | | |
Income and EPS from continuing operations, as reported | | $ | 17,090 |
| | $ | 0.49 |
| | $ | 15,220 |
| | $ | 0.44 |
|
After-tax impact of Special Items to consider in evaluating quality of | | | | | | | | |
income and EPS from continuing operations: | | | | | | | | |
Debt extinguishment costs | | 2,460 |
| | 0.07 |
| | — |
| | — |
|
Excluding Special Items, income and EPS from continuing operations would have been | | $ | 19,550 |
| | $ | 0.56 |
| | $ | 15,220 |
| | $ | 0.44 |
|
| | | | | | | | |
Weighted-average shares outstanding at June 30, 2011 and 2010 | | | | 34,769,576 |
| | | | 34,437,418 |
|
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | Six months ended | | Six months ended |
| | June 30, 2011 | | June 30, 2010 |
(dollars in thousands, except per share amounts) | | Income | | EPS | | Income | | EPS |
| | | | | | | | |
Income and EPS from continuing operations, as reported | | $ | 28,840 |
| | $ | 0.83 |
| | $ | 20,970 |
| | $ | 0.61 |
|
After-tax impact of Special Items to consider in evaluating quality of | | | | | | | | |
income and EPS from continuing operations: | | | | | | | | |
Debt extinguishment costs | | 2,460 |
| | 0.07 |
| | — |
| | — |
|
Excluding Special Items, income and EPS from continuing operations would have been | | $ | 31,300 |
| | $ | 0.90 |
| | $ | 20,970 |
| | $ | 0.61 |
|
| | | | | | | | |
Weighted-average shares outstanding at June 30, 2011 and 2010 | | | | 34,667,459 |
| | | | 34,318,002 |
|
| | | | | | | | |
q22011earningspresentati
Second Quarter 2011
Earnings Presentation
July 28, 2011
Safe Harbor Statement
Any “forward-looking” statements contained herein, including those relating to market conditions or the
Company’s financial condition and results, expense reductions, liquidity expectations, business goals and sales
growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to
general economic and currency conditions, various conditions specific to the Company’s business and industry,
the Company’s substantial leverage, liabilities imposed by the Company’s debt instruments, market demand,
competitive factors, the Company’s ability to maintain compliance with the listing requirements of NASDAQ,
supply constraints, material and energy costs, technology factors, litigation, government and regulatory
actions, the Company’s accounting policies, future trends, and other risks which are detailed in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and in the Company’s Quarterly
Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those
indicated by the forward-looking statements. All forward-looking statements made herein are based on
information currently available, and the Company assumes no obligation to update any forward-looking
statements.
2
Agenda
• Opening Remarks
• Financial Highlights
• Segment Highlights
• Outlook and Summary
• Questions and Answers
• Appendix
3
Opening Remarks – Second Quarter Results
• Record quarterly sales of almost $300 million – Up 19% vs. Q2 2010
— Continuing to gain market share in several businesses via rapid responses to customer
needs
— Investments in new products and markets showing results
— 2010 bolt-on acquisitions exceeding growth expectations
• Income and record EPS of $0.56 (excl. Special Items) increased over 25%
compared to Q2 2010
• Successful refinance will drive recurring interest savings
• Continued focus on productivity and lean initiatives
• Increased investments in our business
Delivering on our commitments, while investing in future growth.
4
Innovative Molding Acquisition
• Manufacturer of plastic closures for bottles and jars located in California
and Arkansas
• Produces 360 million caps per year ranging in size from 28mm to 120mm
• Holds numerous patents on closures, container finishes, molds and tooling
• Customer base provides Rieke greater access to the food and nutrition
industries
• Generated approximately $28 million in revenue for 12 months ended May
31, 2011
Expanding our product portfolio to better meet our customers’ needs.
5
Financial Highlights
Second Quarter Summary
• Sales increased 18.9% vs. Q2 2010
̶ Growth in all segments
̶ Continued to gain additional market share in several businesses, while investments in new products and markets showing results
• Productivity efforts continue to fund growth initiatives and offset commodity inflation
• Sales mix had negative impact on margin levels
• Income and EPS increased more than 25% (excluding Special Items) compared to Q2 2010 due to increased sales volume and
reductions in interest expense
• Continued focus on cash flow and debt reduction
7
(1) “Special Items” for each period are provided in the Appendix.
(2) Free Cash Flow is defined as Cash Flows from Operating Activities Less Capital Expenditures.
($ in millions, except per share amounts)
(from continuing operations) Q2 2011 Q2 2010 % Chg
Revenue 299.7$ 252.1$ 18.9%
Gross Profit 91.4$ 78.3$ 16.7%
Gross Profit Margin 30.5% 31.1% -60 bps
Operating Profit 42.5$ 36.5$ 16.4%
Operating Profit Margin 14.2% 14.5% -30 bps
Income 17.1$ 15.2$ 12.3%
Excl. Special Items (1) , Income would have been: 19.6$ 15.2$ 28.4%
Diluted earnings per share 0.49$ 0.44$ 11.4%
Excl. Special Items (1) , diluted EPS would have been: 0.56$ 0.44$ 27.3%
Free Cash Flow (2) 15.1$ 32.9$ -53.9%
Debt and A/R Securitization 478.4$ 500.2$ -4.4%
Working Capital
Significant sales growth and geographic expansion adds complexity –
process improvements ongoing.
8
Comments:
• Significant growth and
global expansion adds
complexity to the supply
chain – Focus on
continuous improvement
• Made decision to increase
fill rates and meet
customer needs (more
inventory) in some
businesses
• Long-term target remains
approximately 13% of sales
at year end – more
efficiencies yet to come
17.5% 17.5%
15.0%
16.9%
Q2 2008 Q2 2009 Q2 2010 Q2 2011
Operating Working Capital as a % of LTM Sales
Capitalization
As of June 30, 2011, TriMas had $161.8 million of cash and available
liquidity under its revolving credit and accounts receivables facilities.
9
(Unaudited, $ in thousands) June 30, December 31,
2011 2010
Cash and Cash Equivalents…………………………….. 10,070$ 46,370$
Term loan…………………………………………………. 225,000 248,950
Revolving credit facilities……………………………….. 5,920 -
Non-U.S. bank debt and other……………………….. 1,830 290
232,750 249,240
9 3/4% senior secured notes, due December 2017…… 245,650 245,410
A/R Facility Borrowings……….................................. -$ -$
Total Debt………………………...……………………… 478,400$ 494,650$
Key Ratios:
Bank LTM EBITDA………………………………………… 169,850$ 161,830$
Interest Coverage Ratio…………………………………… 3.66 x 3.10 x
Leverage Ratio……………………………………………… 2.82 x 3.06 x
Bank Covenants:
Minimum Interest Coverage Ratio…………………………… 2.50 x 2.00 x
Maximum Leverage Ratio…………………………………… 4.00 x 5.00 x
Refinance Highlights:
• Term Loan Facility
Extended maturity 17 months
until June 2017
Reduced interest margin 100
bps and LIBOR floor 75 bps
Achieved improved operating
and financial flexibility
• Revolving Credit Facility
Increased revolving
commitments to $110 million
Extended maturity from
December 2013 to June 2016
Reduced interest margin 75 bps
Segment Highlights
Packaging
Results:
• Q2 2011 sales increased due to increased industrial closure sales and favorable
currency exchange, partially offset by lower specialty dispensing sales
• Gross profit margin increased 250 basis points as a result of capital,
productivity and lean initiatives
• Operating profit margin increased 190 basis points as gross profit
improvements more than offset increases in SG&A in support of growth
initiatives
• Today announced the acquisition of Innovative Molding
($ in millions)
Key Initiatives:
• Target specialty dispensing products in higher growth end markets
– Pharmaceutical, medical & nutrition
– Food and beverage
– Personal care
• Increase geographic coverage efforts in Europe and Asia
• Integrate Innovative Molding and consider other complementary bolt-on
acquisitions
• Increase low-cost country sourcing and manufacturing
• Ensure new products continue to have barriers to entry
11
Net Sales
$45.5
$47.9
Q2 2010 Q2 2011
5.2%
Operating Profit
$13.5
$15.1
Q2 2010 Q2 2011
11.8%
Energy
($ in millions)
Results:
• Q2 2011 sales increased as a result of the acquisition of South Texas Bolt &
Fitting (STB&F) in Q4 2010 and incremental sales from newer branch
facilities, as well as improved customer demand
• The results generated by the acquisition of STB&F are exceeding
expectations
• Operating profit increased due to higher sales volumes, partially offset by
a less favorable sales mix and higher SG&A in support of growth initiatives
• Margins declined as sales from newer branches have lower margins due to
initial aggressive pricing and additional branch launch costs
Key Initiatives:
• Faster expansion of business with major customers globally
• Capitalize on synergies related to acquisition of STB&F
• Increase sales of specialty gaskets and bolts
• Capture larger share of new markets such as OEM, Engineered &
Construction, Power Generation and Pulp/Paper
• Continue to reduce costs and improve working capital turnover
12
Net Sales
$30.4
$42.2
Q2 2010 Q2 2011
38.9%
Operating Profit
$4.1
$5.0
Q2 2010 Q2 2011
23.3%
Aerospace & Defense
Key Initiatives:
• Expand aerospace fastener product lines to increase content and
applications per aircraft
• Drive ongoing lean initiatives to lower working capital and reduce costs
• Leverage and further develop existing defense customer relationships
• Consider complementary bolt-on acquisitions
($ in millions)
Results:
• Q2 2011 sales increased due to improved demand from aerospace
distribution customers - higher sales of blind bolts and temporary
fasteners
• Operating profit increased 70 basis points due to the sales increase and
more favorable product sales mix, partially offset by higher SG&A
expenses
• Expectations for continued ramp-up of large frame, composite aircraft
13
Net Sales
$17.2
$21.3
Q2 2010 Q2 2011
23.9%
Operating Profit
$3.8
$4.9
Q2 2010 Q2 2011
27.6%
Engineered Components
($ in millions)
Key Initiatives:
• Expand complementary product lines at well-site and grow natural gas
compression products
• Capitalize on shale and natural gas opportunities
• Develop additional capabilities of cylinder business to capture new
markets
• Continue to reduce costs and improve working capital turnover
• Continue to expand product offering and geographies
• Expand specialty products for existing component and tooling markets
Results:
• Q2 2011 sales increased due to improved demand for industrial
cylinders, engines and other well-site content, compressors, specialty
fittings and precision cutting tools
• Continued positive impact of Q2 2010 cylinder asset acquisition and new
product offerings/applications enhanced growth
• Operating profit increased due to higher sales volumes, increased
absorption of fixed costs and productivity efforts, partially offset by
higher SG&A supporting the increased sales levels
• Q2 2011 operating profit margin improved approximately 80 basis points
compared to Q2 2010
14
Net Sales
$36.7
Q2 2010 Q2 2011
51.2%
$55.5
Operating Profit
$5.2
$8.3
Q2 2010 Q2 2011
60.1%
Cequent (Asia Pacific & North America)
($ in millions)
$46.4
Results:
• Q2 sales in North America improved due to increased sales within the
retail, original equipment and aftermarket channels – increased market
share
• North American operating profit increased with a margin improvement
of 60 basis points
• Asia Pacific sales increased compared to Q2 2010, due to favorable
currency exchange and new business in Thailand, partially offset by
lower sales levels in Australia
• Asia Pacific operating profit and related margin declined due to start-up
costs incurred during Q2 2011 for a customer new program award
where part production hasn’t begun, and the decline in Australian sales
volume and related lower absorption
Key Initiatives:
• Continue to reduce fixed costs and simplify the business
• Improve processes for better customer service and support
• Leverage strong brands for additional market share and cross-selling
• Expand sales to newer geographies
• Continue to reduce working capital requirements
Asia Pacific
North America
15
Asia Pacific
North America
$21.6
$111.2
Net Sales
$18.5
$103.8
Q2 2010 Q2 2011
$122.3 $132.8
8.7%
$1.9
$14.4
Operating Profit
$3.4
$12.7
Q2 2010 Q2 2011
$16.1 $16.3
1.7%
First Half 2011 Summary
• Strong organic growth through market share gains, product expansion and
new and existing market growth
• 2010 acquisitions ahead of schedule with enhanced synergies and growth
• Focus on improved operating leverage and capital structure
• Successfully refinanced debt – Strong capital position through 2016
• Working capital – Continuous opportunity to increase efficiency
• Ongoing productivity initiatives fund investments in long-term growth
Overall, strong first half of 2011 –
Continue momentum to drive positive results.
16
Outlook and Summary
2011 Outlook
As of 2/28/11 As of 4/28/11 As of 7/28/11
Sales Growth 6% to 9% 8% to 11% 13% to 16%
Earnings Per
Share, diluted
$1.40 to $1.50 $1.45 to $1.60 $1.60 to $1.70
Free Cash
Flow(1)
$50 to $60 million $50 to $60 million $50 to $60 million
(1) 2011 Free Cash Flow is defined as Cash Flow from Operating Activities less Capital Expenditures.
Continuing to outperform our expectations.
18
Strategic Aspirations
• High single-digit top-line growth
• Earnings growth faster than revenue growth
• 3% to 5% of total gross cost productivity gains
annually – utilize savings to fund growth
• Invest in growth programs that deliver new
products, new markets and expanded
geographies
• Increase revenues in fastest growing markets
• Ongoing improvement in capital turns and all
cycle times
• Continued decrease in leverage ratio
Strategic aspirations are our foundation for 2012.
19
Questions & Answers
Appendix
YTD Summary
• Sales increased 20.6% vs. YTD Q2 2010 as a result of successful execution of the Company’s growth initiatives and
improving end market demand
• Productivity efforts continue to fund growth and offset commodity inflation
• Sales mix had negative impact on margin levels as lower margin segments experienced significant growth
• Income and EPS increased almost 50% (excluding Special Items) compared to YTD Q2 2010 due to increased volume and
improved debt structure
• Continued focus on cash flow and debt reduction
(1) “Special Items” for each period are provided in the Appendix.
(2) Free Cash Flow is defined as Cash Flows from Operating Activities Less Capital Expenditures.
($ in millions, except per share amounts)
(from continuing operations) Q2 YTD 2011 Q2 YTD 2010 % Chg
Revenue 569.4$ 472.1$ 20.6%
Gross Profit 166.1$ 141.4$ 17.5%
Gross Profit Margin 29.2% 29.9% -70 bps
Operating Profit 72.5$ 61.6$ 17.8%
Operating Profit Margin 12.7% 13.0% -30 bps
Income 28.8$ 21.0$ 37.5%
Excl. Special Items (1) , Income would have been: 31.3$ 21.0$ 49.3%
Diluted earnings per share 0.83$ 0.61$ 36.1%
Excl. Special Items (1) , diluted EPS would have been: 0.90$ 0.61$ 47.5%
Free Cash Flow (2) (18.7)$ 26.2$ unfav
Debt and A/R Securitization 478.4$ 500.2$ -4.4%
22
Condensed Consolidated Balance Sheet
(Unaudited, dollars in thousands)
23
June 30, December 31,
2011 2010
Assets
Current assets:
Cash and cash equivalents …………………………………………...…… 10,070$ 46,370$
Receivables, net of reserves………………………………………………… 171,070 117,050
Inventories .……………………………………………...…………………… 175,660 161,300
Deferred income taxes…………………………………….………………… 25,090 34,500
Prepaid expenses and other current assets ..……….………………….… 9,090 7,550
Total current assets ………………………………...……….…………… 390,980 366,770
Property and equipment, net ..……………………..………………………… 169,440 167,510
Goodwill…………………………………………………………………………… 208,500 205,890
Other intangibles, net…………………………………………………………… 154,070 159,930
Other assets ...………………………………………………………………… 26,890 24,060
Total assets………………………………………………………………… 949,880$ 924,160$
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities, long-term debt ……………………...………………… 4,900$ 17,730$
Accounts payable….…………………………………………….…………… 136,570 128,300
Accrued liabilities ..………………………………………………….……… 62,900 68,400
Total current liabilities ……………………………………...……………… 204,370 214,430
Long-term debt ………………………………………………..………………… 473,500 476,920
Deferred income taxes ……………………………………………..………… 61,650 63,880
Other long-term liabilities ……………………………………….……………… 56,050 56,610
Total liabilities…………………………………………………..…………… 795,570 811,840
Total shareholders' equity…………………………………………..……… 154,310 112,320
Total liabilities and shareholders' equity…………………………….…… 949,880$ 924,160$
Consolidated Statement of Operations
(Unaudited, dollars in thousands)
24
Three months ended Six months ended
2011 2010 2011 2010
Net sales……………………...………………………………………… 299,720$ 252,060$ 569,390$ 472,120$
Cost of sales……………………………………………………………… (208,350) (173,750) (403,340) (330,750)
Gross profit…………………………………………………………… 91,370 78,310 166,050 141,370
Selling, general and administrative expenses………………………… (48,830) (41,370) (93,540) (79,070)
Gain (loss) on dispositions of property and equipment……………… (40) (420) 20 (730)
Operating profit………………………………………………………… 42,500 36,520 72,530 61,570
Other income (expense), net:
Interest expense……………………………………………………… (11,620) (13,090) (23,640) (27,230)
Debt extinguishment costs……………………………………...…. (3,970) - (3,970) -
Gain on bargain purchase…………………………………………… - 410 - 410
Other, net……………………………………………………………… (550) (540) (1,710) (1,050)
Other income (expense), net……………………………………… (16,140) (13,220) (29,320) (27,870)
Income from continuing operations before income tax expense….. 26,360 23,300 43,210 33,700
Income tax expense……………………………………………………… (9,270) (8,080) (14,370) (12,730)
Income from continuing operations …………………………………… 17,090 15,220 28,840 20,970
Income from discontinued operations, net of income taxes………… - 6,210 - 5,890
Net income……………………………………………………………… 17,090$ 21,430$ 28,840$ 26,860$
Earnings per share - basic:
Continuing operations …………………………...….……………… 0.50$ 0.45$ 0.85$ 0.62$
Discontinued operations, net of income taxes…………………. - 0.18 - 0.17
Net income per share…………………………………...………… 0.50$ 0.63$ 0.85$ 0.79$
Weighted average common shares - basic …………………………. 34,215,734 33,794,647 34,064,787 33,681,516
Earnings per share - diluted:
Continuing operations …………………………...….……………… 0.49$ 0.44$ 0.83$ 0.61$
Discontinued operations, net of income taxes…………………. - 0.18 - 0.17
Net income per share…………………………………...………… 0.49$ 0.62$ 0.83$ 0.78$
Weighted average common shares - diluted ………………………… 34,769,576 34,437,418 34,667,459 34,318,002
June 30, June 30,
Three months ended Three months ended
June 30, 2011 June 30, 2010
(dollars in thousands, except per share amounts) Income EPS Income EPS
Income and EPS from continuing operations, as reported………….……………… 17,090$ 0.49$ 15,220$ 0.44$
After-tax impact of Special Items to consider in evaluating quality of
income and EPS from continuing operations:
Debt extinguishment costs………………………………………………………………… 2,460 0.07 - -
Excluding Special Items, income and EPS from continuing
operations would have been…………………………………………………………… 19,550$ 0.56$ 15,220$ 0.44$
Weighted-average shares outstanding at June 30, 2011 and 2010 34,769,576 34,437,418
Six months ended Six months ended
June 30, 2011 June 30, 2010
(dollars in thousands, except per share amounts) Income EPS Income EPS
Income and EPS from continuing operations, as reported………….……………… 28,840$ 0.83$ 20,970$ 0.61$
After-tax impact of Special Items to consider in evaluating quality of
income and EPS from continuing operations:
Debt extinguishment costs………………………………………………………………… 2,460 0.07 - -
Excluding Special Items, income and EPS from continuing
operations would have been…………………………………………………………… 31,300$ 0.90$ 20,970$ 0.61$
Weighted-average shares outstanding at June 30, 2011 and 2010 34,667,459 34,318,002
Additional Information Regarding Special Items
Impacting Reported GAAP Financial Measures
(Unaudited)
25
Three months ended
2011 2010 2011 2010
Packaging
Net sales 47,900$ 45,520$ 91,800$ 89,120$
Operating profit 15,070$ 13,480$ 26,900$ 25,340$
Energy
Net sales 42,170$ 30,370$ 83,120$ 62,690$
Operating profit 5,020$ 4,070$ 10,360$ 8,260$
Aerospace & Defense
Net sales 21,330$ 17,220$ 39,830$ 34,300$
Operating profit 4,860$ 3,810$ 8,580$ 7,670$
Engineered Components
Net sales 55,490$ 36,700$ 103,600$ 67,180$
Operating profit 8,340$ 5,210$ 14,680$ 8,010$
Cequent Asia Pacific
Net sales 21,560$ 18,460$ 41,370$ 38,760$
Operating profit 1,940$ 3,330$ 4,470$ 6,990$
Cequent North America
Net sales 111,270$ 103,790$ 209,670$ 180,070$
Operating profit 14,380$ 12,720$ 21,050$ 17,180$
Corporate Expenses
Operating loss (7,110)$ (6,100)$ (13,510)$ (11,880)$
Total Company
Net sales 299,720$ 252,060$ 569,390$ 472,120$
Operating profit 42,500$ 36,520$ 72,530$ 61,570$
Six months ended
June 30, June 30,
Company and Business Segment Financial Information –
Cont. Ops
(Unaudited, dollars in thousands)
26
LTM Bank EBITDA as Defined in Credit Agreement
27
(Unaudited, dollars in thousands)
Reported net income for the twelve months ended June 30, 2011 …………………… 47,250$
Interest expense, net (as defined)…………………….………………………………… 48,500
Income tax expense.……………………………….…………………………………… 19,690
Depreciation and amortization……………………………...…………………………… 38,350
Non-cash compensation expense………………….…………………..……………… 3,080
Other non-cash expenses or losses…………………………………………………… 3,360
Non-recurring expenses or costs for acquisition integration…………………...…… 710
Debt extinguishment costs……………………...……………………………………… 3,970
Negative EBITDA from discontinued operations…………………...………………… 90
Permitted dispositions……………………...…………………………………………… 3,380
Permitted acquisitions…………………………………………………………………… 1,470
Bank EBITDA - LTM Ended June 30, 2011 (1)…………………………………………… 169,850$
(1) As defined in the Credit Agreement dated June 21, 2011.