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OMB APPROVAL

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
                                                 

FORM 8-K

 

OMB Number: 3235-0060
Expires: March 31, 2006
Estimated average burden
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): March 22, 2007

TRIMAS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)
  333-100351
(Commission
File Number)
  38-2687639
(I.R.S. Employer
Identification No.)


39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (248) 631-5400

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):

/
/    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

/
/    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

/
/    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

/
/    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 2.02    Results of Operations and Financial Condition.

        The only public security holders of TriMas Corporation (the "Company") are holders of its 97/8% senior subordinated notes due 2012. The Company issued a press release and held a teleconference on March 22, 2007, reporting its financial results for the fourth quarter and fiscal year ending December 31, 2006. 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 Company's website at www.trimascorp.com.

Item 9.01    Financial Statements and Exhibits.


Exhibit No.
  Description

99.1   Press Release
99.2   The Company's visual presentation titled "Fourth Quarter 2006 Earnings Call"


SIGNATURES

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

    TRIMAS CORPORATION

Date: March 22, 2007

 

By:

/s/  
GRANT H. BEARD      
Name: Grant H. Beard
Title: Chief Executive Officer

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SIGNATURES

Exhibit 99.1

 

For more information, contact:

 

 

 

E.R. “Skip”Autry

 

Chief Financial Officer

 

TriMas Corporation

 

(248) 631-5496

 

MEDIA RELEASE

 

TRIMAS CORPORATION REPORTS FULL YEAR

AND FOURTH QUARTER RESULTS

 

BLOOMFIELD HILLS, MICH. – March 22, 2007 – TriMas Corporation today announced financial results for the fourth quarter and full year ended December 31, 2006. On a full year basis, the Company reported record sales from continuing operations of $1,020.5 million and a loss from continuing operations of $108.2 million (which includes a $116.5 million goodwill impairment charge, as described below), or $5.35 per share on a fully-diluted basis.

 

The reported GAAP results for the year ended December 31, 2006 were impacted significantly by a $116.5 million non-cash goodwill impairment charge and $8.6 million of costs and charges related to the refinancing of its credit agreement which, after-tax, increased the loss from continuing operations by $5.97 per share.

 

FULL YEAR 2006 HIGHLIGHTS – CONTINUING OPERATIONS

 

                  Sales increased 2.0%, to a record $1,020.5 million, driven by significant sales growth in our Packaging Systems, Energy Products and Industrial Specialties operating segments.

 

                  The Company’s reported operating loss was $13.6 million which included a $116.5 million non-cash goodwill impairment charge. Before consideration of the impact of such goodwill impairment charge, operating profit improved 22.1% to $102.9 million as compared to $84.3 million in 2005.

 

                  Adjusted EBITDA increased 16.5% to $137.7 million in 2006 from $118.3 million in 2005.

 

                  The Company’s reported loss from continuing operations was $5.35 per share on a fully-diluted basis, including the after-tax impact of the non-cash goodwill impairment charge and costs and charges related to the Company’s August 2006 refinancing of its credit agreement of $5.97, as compared to income from continuing operations of $1.0 million, or $0.05 per share on a fully-diluted basis in 2005.

 

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“We achieved solid year-over-year growth in sales in three of the five segments of our business and an even greater improvement in operating earnings performance as our profit improvement initiatives continued and we benefited from economic expansion in key market segments,” said Grant Beard, TriMas’ President and Chief Executive Officer. “Unfortunately, the improvement in our reported results on a GAAP basis is masked by the magnitude of the goodwill impairment charge.”

 

“Our businesses within Packaging Systems, Energy Products and Industrial Specialties enjoyed particularly strong year-over-year growth in sales and earnings, and from a total company perspective, our operating profitability continued to improve due to sourcing and other cost reduction initiatives implemented in the second half of 2005, as well as improved product mix,” Beard commented.

 

“While the economic outlook for the majority of our companies remains positive, we continue to watch end market demand within our Recreational Accessories and RV & Trailer Products businesses closely,” Beard said. “Sales within Recreational Accessories and RV & Trailer Products declined compared to the year ago period as a result of continued soft end market demand.”.

 

Our focus within TriMas will be to accelerate organic growth initiatives and to continue to drive earnings improvement across each of the businesses within our portfolio in order to improve cash flow and enable further debt reduction,” Beard said.

 

Full Year Results – Additional Data

 

Continuing Operations

 

                  Net sales improved 2.0 % in 2006 to $1,020.5 million from $1,000.9 million in 2005 as we experienced sales increases of 7.5%, 19.8%, and 10.5% within our Packaging Systems, Energy Products and Industrial Specialties operating segments, respectively. Sales within our Recreational Accessories and RV & Trailer Products operating segments declined 6.4% and 8.8%, respectively, between years.

 

                  The Company reported an operating loss of $13.6 million in 2006 which included a $116.5 million non-cash goodwill impairment charge, as compared to an operating profit of $84.3 million in 2005. Excluding the impact of the non-cash goodwill impairment charge related to our RV & Trailer Products and Recreational Accessories segments, operating profit improved $18.6 million, or 22.1% to $102.9 million as a result of higher sales, improved product sales mix and lower operating costs due to sourcing and other cost reduction initiatives implemented in the second half of 2005. In 2005, operating profit also included an impairment loss of approximately $3.0 million associated with the shutdown of operating facilities in Albion, Indiana and Sheffield, PA within our RV & Trailer Products and Recreational Accessories business segments, respectively.

 

                  The Company’s reported loss from continuing operations in 2006 was $108.2 million, or $5.35 per share on a fully-diluted basis, which included the after-tax impacts of the non-cash goodwill impairment charge ($115.3 million or $5.70 per share) and costs and charges associated with the Company’s August 2006 refinancing of its credit agreement ($5.4 million or $0.27 per share), as

 

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compared to income from continuing operations of $1.0 million, or $0.05 per share, in 2005. In 2005, income from continuing operations also included $2.3 million of currency exchange losses which were not considered in operating profit and that did not recur in 2006.

 

Discontinued Operations

 

                  Sales from discontinued operations in 2006 were $93.7 million, a decrease of $14.4 million from $108.1 million in the same period a year ago, due to lower market demand and as a result of major industrial customers adjusting inventory levels. The loss from discontinued operations, net of tax benefits recorded was $20.7 million and $46.5 million in 2006 and 2005, respectively. Included in these results are non-cash impairment charges, net of related tax effects of $9.7 million and $41.6 million for the years ended 2006 and 2005, respectively, which were recorded to reduce the carrying value of net assets used in the industrial fastening business to their estimated fair value.

 

                  In December 2006, the Company sold its Wood Dale, Illinois and Lakewood, Ohio businesses, and in February 2007 completed the sale of remaining assets and liabilities of its discontinued industrial fastening business located in Frankfort, Indiana.

 

Fourth Quarter Results

 

Continuing Operations

 

                  Overall, the Company’s 2006 fourth quarter net sales decreased slightly to $223.3 million, from $225.3 million for the quarter ended December 31, 2005. However, within our Packaging Systems, Energy Products and Industrial Specialties segments sales increased 3.4%, 11.3% and 15.7%, respectively. Sales in our RV & Trailer Products and Recreational Accessories segments declined 16.3% and 10.4%, respectively, in fourth quarter 2006 compared to the same period a year ago.

 

                  In fourth quarter 2006, the Company reported an operating loss of $99.0 million which included a $116.5 million non-cash goodwill impairment charge related to our RV & Trailer Products and Recreational Accessories segments, as compared to an operating profit of $9.0 million in fourth quarter 2005. Before consideration of the impact of the $116.5 million goodwill impairment charge, operating profit improved $8.5 million, or 94.4%, to $17.5 million as a result of improved product sales mix and lower operating costs due to sourcing and other cost reduction initiatives implemented in the second half of 2005. In the fourth quarter of 2006, operating profit also included an asset impairment charge of $0.5 million related to the planned shutdown of a plating facility which is part of our RV & Trailer Products segment. Operating profit reported in the fourth quarter 2005 included an asset impairment charge of $3.0 million associated with the shutdown of an assembly / distribution center and a small accessory manufacturing location in our Recreational Accessories segment and a small assembly facility in our RV & Trailer Products segment.

 

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                  Adjusted EBITDA increased $5.9 million, or 29.5%, to $25.7 million in fourth quarter 2006 from $19.8 million in fourth quarter 2005.

 

                  The Company’s loss from continuing operations, as reported in fourth quarter 2006, was $117.4 million, or $5.65 per share on a fully-diluted basis, which included the after-tax impact of the goodwill impairment charge ($115.3 million or $5.55 per share), as compared to a loss from continuing operations of $9.6 million, or $0.48 per share, in the fourth quarter 2005.

 

Discontinued Operations

 

                  Sales from discontinued operations declined $5.1 million, or approximately 20.3%, from $25.4 million in fourth quarter 2005 to $20.3 million in fourth quarter 2006. The loss from discontinued operations, net of tax benefits recorded, was $4.5 million and $42.6 million in the fourth quarter of 2006 and 2005, respectively. Included in the 2005 amount was a net of tax impairment charge of $41.6 million, which reduced the carrying value of net assets used in discontinued operations to their estimated fair value.

 

Fourth Quarter Financial Summary

 

 

 

For the Quarter Ended
December 31,

 

(unaudited in thousands, except per share amounts)

 

2006

 

2005

 

Sales

 

$

223,270

 

$

225,270

 

Operating profit (loss)

 

$

(98,980

)

$

8,980

 

Loss from continuing operations

 

$

(117,400

)

$

(9,620

)

Loss from discontinued operations, net of tax benefit

 

(4,490

)

(42,630

)

Cumulative effect of change in accounting principle, net of income tax benefit

 

 

(420

)

Net loss

 

$

(121,890

)

$

(52,670

)

 

 

 

 

 

 

Earnings (loss) per share – basic:

 

 

 

 

 

Continuing operations

 

$

(5.65

)

$

(0.48

)

Discontinued operations

 

(0.22

)

(2.14

)

Cumulative effect of change in accounting principle

 

 

(0.02

)

Net loss

 

$

(5.87

)

$

(2.64

)

 

 

 

 

 

 

Earnings (loss) per share – diluted:

 

 

 

 

 

Continuing operations

 

$

(5.65

)

$

(0.48

)

Discontinued operations

 

(0.22

)

(2.14

)

Cumulative effect of change in accounting principle

 

 

(0.02

)

Net loss

 

$

(5.87

)

$

(2.64

)

 

 

 

 

 

 

Other Data Continuing Operations:

 

 

 

 

 

Goodwill Impairment

 

$

116,500

 

$

 

Impairment of assets

 

$

510

 

$

2,960

 

Depreciation and amortization

 

$

8,640

 

$

8,960

 

Interest expense

 

$

19,740

 

$

19,420

 

Other expense, net

 

$

1,030

 

$

640

 

Income tax benefit

 

$

(2,360

)

$

(1,460

)

 

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Segment Results – Continuing Operations

 

Packaging Systems

 

Net sales increased $1.5 million, or 3.4%, to $45.8 million in fourth quarter 2006 from $44.3 million in the year ago period. Operating profit declined approximately 3.2% to $5.8 million during fourth quarter 2006, from $6.0 million in fourth quarter 2005, due principally to a less favorable sales mix.

 

Energy Products

 

Net sales increased $4.0 million, or 11.3%, to $39.8 million in the fourth quarter 2006 compared to $35.8 million in the year ago period, as this segment benefited from continued favorable market conditions for oil and gas producers in the United States and Canada, market share gains due to expanded parts offerings and continued high turnaround activity at petrochemical refineries. Operating profit improved $1.6 million, or 41.3%, to $5.5 million in the fourth quarter 2006, from $3.9 million in the year ago period.

 

Industrial Specialties

 

Net sales increased $6.2 million, or 15.7%, to $45.9 million in the quarter ended December 31, 2006, from $39.7 million in the year ago period as four of this segment’s five businesses continued to experience strong demand driven by new products, market share gains and economic expansion. Operating profit in fourth quarter 2006 increased 48.5% to $10.7 million, from $7.2 million in the year ago period.

 

RV & Trailer Products

 

Net sales decreased $7.9 million in the fourth quarter 2006 to $40.0 million, from $47.9 million in the year ago period. This segment experienced lower sales across all market channels due to soft market demand. The operating loss reported in fourth quarter 2006 was $97.2 million, which included a non-cash goodwill impairment charge of $97.5 million, as compared to an operating profit of $4.9 million in fourth quarter 2005.

 

Recreational Accessories

 

Net sales decreased $6.0 million, or 10.4%, to $51.7 million in the fourth quarter 2006, compared to $57.7 million in the year ago period as a result of continued soft consumer demand for towing products and accessories due to record high gasoline prices and a continued uncertain interest rate environment. The operating loss in fourth quarter 2006 was $19.2 million, which included a non-cash goodwill impairment charge of $19.0 million, as compared to an operating loss of $6.7 million in fourth quarter 2005. Before consideration of the goodwill impairment charge, the operating loss in fourth quarter 2006 was $0.2 million. The operating loss reported in the fourth quarter 2005 also included an asset impairment charge of $2.7 million associated with the shutdown of an assembly / distribution center in Sheffield, PA, which was consolidated into our South Bend, IN distribution activities.

 

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Financial Position

 

TriMas ended the year with total assets of $1,286.1 million, debt of $734.5 million and $19.6 million outstanding under its receivables securitization facility and had $3.6 million in cash and approximately $96 million in available liquidity under its credit facilities. Net cash provided by operating activities for the years ended December 31, 2006 and 2005 was $15.9 million and $29.9 million, respectively. In 2006, net cash provided by operating activities was reduced $17.7 million due to decreased use of our receivables securitization facility, which is included in cash flows from operating activities. In 2005, net cash provided by operating activities was reduced $10.7 million as a result of decreased use of our receivables securitization facility.

 

About TriMas

 

Headquartered in Bloomfield Hills, Mich., TriMas is a diversified growth company of high-end, specialty niche businesses manufacturing a variety of products for commercial, industrial and consumer markets worldwide. TriMas is organized into five strategic operating segments:  Packaging Systems, Energy Products, Industrial Specialties, RV & Trailer Products and Recreational Accessories. TriMas has nearly 5,000 employees at 80 different facilities in 10 countries. For more information, visit www.trimascorp.com.

 

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Conference Call

 

TriMas will broadcast its fourth quarter earnings conference call on Thursday, March 22, 2007 at 10:00 a.m. EDT. President and Chief Executive Officer Grant Beard and Chief Financial Officer E.R. “Skip” Autry will discuss the Company’s recent financial performance and respond to questions from the investment community. The visual presentation that will accompany the call will be available on the Company’s website at www.trimascorp.com.

 

To participate by phone, please dial: (866) 256-9295. Callers should ask to be connected to the TriMas fourth quarter conference call (reservation number 1061437). If you are unable to participate during the live teleconference, a replay of the conference call will be available beginning March 22nd at 1:30 p.m. EDT through March 29th at 11:59 p.m. EDT. To access the replay, please dial: (866) 837-8032 and use reservation number 1061437.

 

Cautionary Notice Regarding Forward-Looking Statements

 

This release contains “forward-looking” statements, as that term is defined by the federal securities laws, about our financial condition, results of operations and business. Forward-looking statements include: certain anticipated, believed, planned, forecasted, expected, targeted and estimated results along with TriMas’ outlook concerning future results. When used in this release, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including without limitation, management’s examination of historical operating trends and data, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for these views. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved. These forward-looking statements are subject to numerous assumptions, risks and uncertainties and accordingly, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution readers not to place undue reliance on the statements, which speak to conditions only as of the date of this release. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. Risks and uncertainties that could cause actual results to vary materially from those anticipated in the forward-looking statements included in this release include general economic conditions in the markets in which we operate and industry-based factors such as: technological developments that could competitively disadvantage us, increases in our raw material, energy, and

 

7



 

healthcare costs, our dependence on key individuals and relationships, exposure to product liability, recall and warranty claims, compliance with environmental and other regulations, and competition within our industries. In addition, factors more specific to us could cause actual results to vary materially from those anticipated in the forward-looking statements included in this release such as our substantial leverage, limitations imposed by our debt instruments, our ability to successfully pursue our stated growth strategies and opportunities, as well as our ability to identify attractive and other strategic acquisition opportunities and to successfully integrate acquired businesses and complete actions we have identified as providing cost-saving opportunities.

 

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TriMas Corporation
Consolidated Balance Sheet
(dollars in thousands)

 

 

 

December 31,

 

 

 

2006

 

2005

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

3,600

 

$

3,730

 

Receivables, net

 

99,240

 

89,960

 

Inventories, net

 

165,360

 

148,450

 

Deferred income taxes

 

24,310

 

20,120

 

Prepaid expenses and other current assets

 

7,320

 

7,050

 

Assets of discontinued operations held for sale

 

11,770

 

46,730

 

Total current assets

 

311,600

 

316,040

 

Property and equipment, net

 

165,200

 

164,250

 

Goodwill

 

529,730

 

644,780

 

Other intangibles, net

 

240,120

 

255,220

 

Other assets

 

39,410

 

48,220

 

Total assets

 

$

1,286,060

 

$

1,428,510

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities, long-term debt

 

$

9,700

 

$

15,920

 

Accounts payable

 

100,070

 

111,250

 

Accrued liabilities

 

71,350

 

62,800

 

Due to Metaldyne

 

620

 

4,850

 

Liabilities of discontinued operations

 

23,530

 

38,410

 

Total current liabilities

 

205,270

 

233,230

 

Long-term debt

 

724,790

 

711,760

 

Deferred income taxes

 

89,940

 

95,980

 

Other long-term liabilities

 

29,800

 

34,760

 

Due to Metaldyne

 

3,480

 

3,480

 

Total liabilities

 

1,053,280

 

1,079,210

 

Preferred stock $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None

 

 

 

Common stock, $0.01 par: Authorized 400,000,000 shares; Issued and outstanding: 20,759,500 and 20,010,000 shares at December 31, 2006 and 2005, respectively

 

210

 

200

 

Paid-in capital

 

399,070

 

396,980

 

Accumulated deficit

 

(215,220

)

(86,310

)

Accumulated other comprehensive income

 

48,720

 

38,430

 

Total shareholders' equity

 

232,780

 

349,300

 

Total liabilities and shareholders' equity

 

$

1,286,060

 

$

1,428,510

 

 

9



 

TriMas Corporation
Statement of Operations

(dollars in thousands, except per share amounts)

 

 

 

Year ended December 31,

 

 

 

2006

 

2005

 

2004

 

Net sales

 

$

1,020,530

 

$

1,000,860

 

$

931,400

 

Cost of sales

 

(747,010

)

(753,870

)

(674,870

)

Gross profit

 

273,520

 

246,990

 

256,530

 

Selling, general and administrative expenses

 

(170,170

)

(159,020

)

(164,280

)

Gain (loss) on dispositions of property and equipment

 

40

 

(690

)

(1,350

)

Impairment of assets

 

(510

)

(2,960

)

(2,380

)

Impairment of goodwill

 

(116,500

)

 

 

Operating profit (loss)

 

(13,620

)

84,320

 

88,520

 

Other expense, net:

 

 

 

 

 

 

 

Interest expense

 

(79,060

)

(75,210

)

(67,650

)

Debt extinguishment costs

 

(8,610

)

 

 

Other expense, net

 

(4,150

)

(6,090

)

(1,100

)

Other expense, net

 

(91,820

)

(81,300

)

(68,750

)

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before income tax expense

 

(105,440

)

3,020

 

19,770

 

Income tax expense

 

(2,740

)

(2,010

)

(5,860

)

Income (loss) from continuing operations

 

(108,180

)

1,010

 

13,910

 

Loss from discontinued operations, net of income tax benefit

 

(20,730

)

(46,470

)

(16,100

)

Loss before cumulative effect of change in accounting principle

 

(128,910

)

(45,460

)

(2,190

)

Cumulative effect of change in accounting principle

 

 

(420

)

 

Net loss

 

$

(128,910

)

$

(45,880

)

$

(2,190

)

 

 

 

 

 

 

 

 

Earnings (loss) per share – basic:

 

 

 

 

 

 

 

Continuing operations

 

$

(5.35

)

$

0.05

 

$

0.70

 

Discontinued operations, net of income tax benefit

 

(1.02

)

(2.32

)

(0.81

)

Cumulative effect of change in accounting principle

 

 

(0.02

)

 

 

 

 

 

 

 

 

 

Net loss per share

 

$

(6.37

)

$

(2.29

)

$

(0.11

)

 

 

 

 

 

 

 

 

Weighted average common shares basic

 

20,229,716

 

20,010,000

 

20,010,000

 

 

 

 

 

 

 

 

 

Earnings (loss) per share – diluted:

 

 

 

 

 

 

 

Continuing operations

 

$

(5.35

)

$

0.05

 

$

0.67

 

Discontinued operations, net of income tax benefit

 

(1.02

)

(2.24

)

(0.78

)

Cumulative effect of change in accounting principle

 

 

(0.02

)

 

 

 

 

 

 

 

 

 

Net loss per share

 

$

(6.37

)

$

(2.21

)

$

(0.11

)

 

 

 

 

 

 

 

 

Weighted average common shares diluted

 

20,229,716

 

20,760,000

 

20,760,000

 

 

10



 

TriMas Corporation
Statement of Cash Flows

(dollars in thousands)

 

 

 

Year ended December 31,

 

 

 

2006

 

2005

 

2004

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

Net loss

 

$

(128,910

)

$

(45,880

)

$

(2,190

)

Adjustments to reconcile net loss to net cash provided by operating activities, net of acquisition impact:

 

 

 

 

 

 

 

Impairment of goodwill

 

116,500

 

 

 

Loss on dispositions of property and equipment

 

3,530

 

300

 

790

 

Impairment of assets

 

15,760

 

73,220

 

10,650

 

Depreciation and amortization

 

38,740

 

40,750

 

44,510

 

Deferred income taxes

 

(11,280

)

(37,580

)

(19,060

)

Amortization of debt issuance costs

 

4,330

 

5,050

 

4,730

 

Non-cash debt extinguishment costs

 

7,920

 

 

 

Non-cash compensation expense

 

1,350

 

310

 

560

 

Net proceeds from (reductions in) sale of receivables and receivables securitization

 

(14,120

)

(9,580

)

47,960

 

Payment to Metaldyne to fund contractual obligations

 

(4,340

)

(2,900

)

(4,610

)

(Increase) decrease in receivables

 

9,760

 

(1,490

)

(21,110

)

(Increase) decrease in inventories

 

(11,310

)

8,900

 

(54,130

)

Increase in prepaid expenses and other assets

 

(1,390

)

(230

)

(680

)

Increase (decrease) in accounts payable and accrued liabilities

 

(10,920

)

(3,000

)

31,760

 

Other, net

 

260

 

1,600

 

3,440

 

Cumulative effect of change in accounting principle

 

 

420

 

 

Net cash provided by operating activities

 

15,880

 

29,890

 

42,620

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

Capital expenditures

 

(29,840

)

(21,670

)

(42,990

)

Net proceeds from disposition of businesses and other assets

 

7,680

 

5,030

 

1,650

 

Acquisition of businesses, net of cash acquired

 

 

 

(5,500

)

Net cash used for investing activities

 

(22,160

)

(16,640

)

(46,840

)

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

Repayments of borrowings on credit facilities

 

(257,410

)

(2,890

)

(2,890

)

Proceeds from borrowings on term loan facilities

 

260,000

 

24,250

 

 

Proceeds from borrowings on revolving credit facilities

 

688,870

 

884,450

 

839,320

 

Repayments of borrowings on revolving credit facilities

 

(683,150

)

(916,300

)

(826,500

)

Payments on notes payable

 

 

 

(8,030

)

Debt issuance costs

 

(2,160

)

(2,120

)

(1,370

)

Net cash provided by (used for) financing activities

 

6,150

 

(12,610

)

530

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents:

 

 

 

 

 

 

 

Increase (decrease) for the year

 

(130

)

640

 

(3,690

)

At beginning of year

 

3,730

 

3,090

 

6,780

 

At end of year

 

$

3,600

 

$

3,730

 

$

3,090

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

Cash paid for interest

 

$

69,880

 

$

70,550

 

$

61,650

 

Cash paid for taxes

 

$

14,050

 

$

12,630

 

$

10,220

 

 

11



 

TriMas Corporation

Reconciliation of Non-GAAP Measure Adjusted EBITDA (1)

 

 

 

For the Three Months

 

For the Year

 

 

 

Ended December 31,

 

Ended December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

(unaudited)

 

 

 

 

 

Net income (loss), before cumulative effect of accounting change

 

$

(121,890

)

$

(52,250

)

$

(128,910

)

$

(45,460

)

Income tax benefit

 

(810

)

(31,600

)

(6,520

)

(30,580

)

Interest expense

 

19,740

 

19,420

 

79,060

 

75,210

 

Debt extinguishment costs

 

 

 

8,610

 

 

Change in asset retirement obligation of discontinued operations

 

(550

)

 

 

(550

)

 

 

Impairment of assets

 

(90

)

73,220

 

15,760

 

73,220

 

Impairment of goodwill

 

116,500

 

 

116,500

 

 

Depreciation and amortization

 

8,910

 

9,350

 

38,740

 

40,750

 

Adjusted EBITDA, total company

 

$

21,810

 

$

18,140

 

$

122,690

 

$

113,140

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA, total company

 

$

21,810

 

$

18,140

 

$

122,690

 

$

113,140

 

Negative Adjusted EBITDA, discontinued operations

 

(3,890

)

(1,700

)

(15,050

)

(5,140

)

Adjusted EBITDA, continued operations

 

$

25,700

 

$

19,840

 

$

137,740

 

$

118,280

 

 


(1) The Company has established Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as an indicator of our operating performance and as a measure of our cash generating capabilities. The Company defines “Adjusted EBITDA” as net income (loss) before cumulative effect of accounting change, interest, taxes, depreciation, amortization, non-cash asset and goodwill impairment charges and write-offs, and non-cash losses on sale-leaseback of property and equipment.

 

TriMas Corporation

Reconciliation of Non-GAAP Measure Operating profit (loss) before impairment of goodwill

 

 

 

For the Three Months

 

For the Year

 

 

 

Ended December 31,

 

Ended December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit (loss)

 

$

(98,980

)

$

8,980

 

$

(13,620

)

$

84,320

 

Impairment of goodwill

 

(116,500

)

 

(116,500

)

 

Operating profit (loss) before impairment of goodwill

 

$

17,520

 

$

8,980

 

$

102,880

 

$

84,320

 

 

12




Exhibit 99.2

 

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Innovation • Industry • Growth Fourth Quarter 2006 Earnings Call March 22, 2007

 


GRAPHIC

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

 


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Agenda 2006 Fourth Quarter Highlights 2006 Fourth Quarter Operating Highlights 2006 Fourth Quarter Financial Performance TriMas Capitalization Summary Q&A Appendix

 


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2006 Fourth Quarter Highlights TriMas is a manufacturer of highly engineered products. Our defining attributes include leading market shares, strong brand names, and diversity of end markets, customers and products. TriMas had sales of $223.3 million in fourth quarter 2006, essentially flat when compared to fourth quarter 2005. TriMas had an operating loss of $99.0 million in Q4 2006, which included a $116.5 million non-cash goodwill impairment charge, as compared to an operating profit of $9.0 million in Q4 2005. Before consideration of the goodwill impairment charge, TriMas had an operating profit of $17.5 million in Q4 2006, an increase of $8.5 million compared to operating profit of $9.0 million reported in Q4 2005. In conjunction with our annual impairment test of goodwill, we recorded a $116.5 million goodwill impairment charge related to our RV & Trailer Products and Recreational Accessories business segments. This impairment charge resulted from a decrease in the implied fair value of goodwill previously allocated to these businesses due to reduced sales and profitability in 2006 compared to prior years and an overall decline in their market values. Adjusted EBITDA during the quarter was $25.7 million, representing an increase of $6.0 million, or 30.2%, as compared to Q4 2005.

 


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2006 Fourth Quarter Highlights The improvement in Adjusted EBITDA and operating profit (before consideration of the goodwill impairment charge) between years is attributed to: Continued earnings expansion within Packaging Systems, Energy Products and Industrial Specialties. Better conversion within Recreational Accessories driven by improved material margins due to sourcing initiatives and lower variable and fixed overhead spending as a result of cost initiatives previously implemented. The fourth quarter 2006 loss from continuing operations was $117.4 million, or $(5.65) per share on a fully-diluted basis, versus a loss from continuing operations of $9.6 million, or $(0.48) per share on a fully-diluted basis, in the year ago period. The loss in the fourth quarter of 2006 included the after-tax impact of the goodwill impairment charge of $115.3 million, or $(5.55) per share on a fully-diluted basis. TriMas finished the quarter with $168.1 million of net operating working capital, or 21.1% of sales compared to $140.7 million or 18.1% of sales for the same period a year ago. Total debt and funding under our AR Securitization facility at December 31, 2006 was $754.1 million, a decrease of approximately $10.9 million from December 31, 2005.

 


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2006 Fourth Quarter Highlights Under the Amended and Restated Credit Agreement, the Company’s Bank LTM EBITDA at December 31, 2006 was $147.8 million, which supported our lending ratios: Leverage ratio was 5.10x vs. a leverage covenant of 5.75x. Interest coverage ratio was 1.87x vs. our covenant of 1.70x. TriMas had $3.6 million in cash at quarter end and approximately $96 million in available liquidity. Sales from discontinued operations declined $5.1 million, from $25.4 million in fourth quarter 2005 to $20.3 million in fourth quarter 2006. The loss from discontinued operations, net of tax benefits recorded, was $4.5 million and $42.6 million in the fourth quarter of 2006 and 2005, respectively. Included in the 2005 amount is a net of tax impairment charge of $41.6 million, which reduced the carrying value of net assets used in discontinued operations to their estimated fair value. In December 2006, we completed the sale of our Wood Dale, Illinois and Lakewood, Ohio facilities, which were part of our industrial fastening business. In February 2007, we sold the remaining assets and liabilities of our discontinued industrial fastening business located in Frankfort, Indiana.

 


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Innovation • Industry • Growth 2006 Fourth Quarter Operating Highlights

 


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Packaging Systems Financial Highlights Packaging Systems revenue grew 3.4% in Q4 2006 compared to Q4 2005 and 7.5% for the entire year. Growth was primarily driven by new product introductions across the year. Within Q4 2006, Packaging Systems launched new products with the following companies: McDonald’s Nestle Johns Manville Net Sales Adjusted EBITDA Q4-06 2005 2006 $189.9 $204.2 Quarter 4 Year Q4-05 Q4-06 2005 2006 $40.4 $46.7 Quarter 4 Year Q4-05 21.2% 22.9% Operating Profit Q4-06 2005 2006 $30.6 $33.8 Quarter 4 Year Q4-05 16.1% 16.5% $44.3 $45.8 $8.9 $8.3 20.1% 18.1% $6.0 $5.8 13.5% 12.7% ($ in millions)

 


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Energy Products Financial Highlights Q4 2006 versus Q4 2005 revenue growth of 11.3% was driven by market share gains due to expanded parts offerings and superior delivery performance. These actions support total year growth of 19.8%. Established Lamons China as a lower cost source of standard gaskets and to sell into South East Asia. Launched Arrow Engine’s new line of compressors and related products. Net Sales Q4-06 2005 2006 $131.0 $157.0 Quarter 4 Year Q4-05 Adjusted EBITDA Q4-06 2005 2006 $17.6 $25.1 Quarter 4 Year Q4-05 13.4% 16.0% Operating Profit Q4-06 2005 2006 $15.2 $22.8 Quarter 4 Year Q4-05 11.6% 14.5% $35.8 $39.8 $4.4 $6.0 12.2% 15.2% $3.9 $5.5 10.9% 13.8% ($ in millions)

 


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Industrial Specialties Financial Highlights Q4 2006 versus Q4 2005 revenue growth of 15.7% was driven by strong demand for new products and market share gains. Total year revenues grew by 10.5%. Within Q4 2006, the Industrial Specialties Group secured the following new business awards: Norris Cylinder awarded a three year supply agreement with Air Products in France. NI Industries awarded Australian and Canadian LAW rocket launcher business to be supplied in 2007. Monogram awarded vertical tail fastener business on the Airbus A380. Net Sales Q4-06 2005 2006 $164.7 $182.0 Quarter 4 Year Q4-05 Adjusted EBITDA Q4-06 2005 2006 $36.7 $43.5 Quarter 4 Year Q4-05 22.3% 23.9% Operating Profit Q4-06 2005 2006 $31.7 $38.8 Quarter 4 Year Q4-05 19.2% 21.3% $39.7 $45.9 $8.3 $11.5 20.8% 24.9% $7.2 $10.7 18.1% 23.2% ($ in millions)

 


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RV & Trailer Products Financial Highlights Q4 2006 revenue declined 16.3% compared to 2005 as a result of lower sales across all market channels due to soft end market demand. Total year revenue was down 8.8%. Awarded $3.0 million of new business within Q4 2006. Launched a new lower cost manufacturing facility in Thailand and secured $2.0 million of “local” business. Planned shutdown of our Schofield, Wisconsin plating facility completed in January 2007 and continued sourcing initiatives of lower value-added products expected to improve material margins. Net Sales Adjusted EBITDA Operating Profit Q4-06 2005 2006 $47.9 $40.0 Quarter 4 Year Q4-05 Q4-06 2005 2006 $34.3 $26.1 Quarter 4 Year Q4-05 16.4% 13.7% Q4-06 2005 2006 $26.8 $(79.7) Quarter 4 Year 12.8% (41.8)% Q4-05 $209.0 $190.7 $6.9 $3.2 14.5% 7.9% $4.9 $(97.2) 10.2% (242.8)% ($ in millions)

 


GRAPHIC

Recreational Accessories Financial Highlights Q4 2006 revenue declined 10.4% compared to Q4 2005 due to end market demand, primarily in the installer channel. Total year revenue declined 6.4%. Continued improvement in operating profitability led by sourcing initiatives and operating efficiencies. Continuing to see growth in accessories sold into specialty and big box retail. Operating performance is providing foundation to improve market share. Awarded $12 million of new business within Q4 2006. Q4-05 Q4-06 $57.7 $51.7 Net Sales Adjusted EBITDA Operating Profit 2005 2006 $306.2 $286.6 $(1.6) $2.1 $14.9 $24.5 Q4-05 Q4-06 2005 2006 (2.8)% 4.0% Quarter 4 Year Quarter 4 Year $(19.2) $2.1 $(4.9) (11.6)% (37.1)% Quarter 4 Year Q4-05 Q4-06 2005 2006 $(6.7) 4.9% 8.6% 0.7% (1.7)% ($ in millions)

 


Three Months Ended Year Ended December 31, December 31,

2006 Fourth Quarter Results ($ in thousands – continuing operations) Net Sales 2006 2005 Variance 2006 2005 Variance Packaging Systems 45,780 $ 44,270 $ 3.4% 204,230 $ 189,910 $ 7.5% Energy Products 39,820 35,770 11.3% 156,990 131,020 19.8% Industrial Specialties 45,920 39,680 15.7% 182,030 164,700 10.5% RV & Trailer Products 40,040 47,850 (16.3%) 190,700 209,030 (8.8%) Recreational Accessories 51,710 57,700 (10.4%) 286,580 306,200 (6.4%) Total Net Sales . . . 223,270 $ $ 225,270 (0.9%) $ 1,020,530 $ 1,000,860 2.0% Operating Profit Packaging Systems 5,800 $ 5,990 $ (3.2%) 33,770 $ 30,590 $ 10.4% Energy Products 5,510 3,900 41.3% 22,790 15,210 49.8% Industrial Specialties 10,660 7,180 48.5% 38,830 31,650 22.7% RV & Trailer Products (97,210) 4,870 (2096.1%) (79,650) 26,790 (397.3%) Recreational Accessories (19,180) (6,700) 186.3% (4,910) 2,120 (331.6%) Corporate (4,560) (6,260) N/A (24,450) (22,040) N/A Total Operating Profit (98,980)$ 8,980 $ (1202.2%) (13,620) $ 84,320 $ (116.2%)% Margin (44.3%) 4.0% (48.3%) (1.3%) 8.4% (9.7%) Adjusted EBITDA Packaging Systems 8,280 $ 8,920 $ (7.2%) 46,680 $ 40,350 $ 15.7% Energy Products 6,040 4,380 37.9% 25,070 17,550 42.8% Industrial Specialties 11,450 8,250 38.8% 43,510 36,660 18.7% RV & Trailer Products 3,160 6,920 (54.3%) 26,050 34,280 (24.0%) Recreational Accessories 2,080 (1,600) (230.0%) 24,540 14,930 64.4% Segment Adjusted EBITDA 31,010 $ 26,870 $ 15.4% 165,850 $ 143,770 $ 15.4%% Margin 13.9% 11.9% 2.0% 16.3% 14.4% 1.9% Corporate expenses, management fee and other (5,310) (7,030) N/A (28,110) (25,490) N/A Adjusted EBITDA 25,700 $ 19,840 $ 29.5% 137,740 $ 118,280 $ 16.5%% Margin 11.5% 8.8% 2.7% 13.5% 11.8% 1.7% Memo Items: Restructuring, consolidation and integration costs (2) 460 $ 600 $ (140)$ 1,600 $ 2,620 $ (1,020)$ (1) The Company has established Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") as an indicator of our operating performance and as a measure of our cash generating capabilities. The Company defines “Adjusted EBITDA” as net income (loss) before cumulative effect of accounting change, interest, taxes, depreciation, amortization, non-cash asset and goodwill impairment charges and write-offs, non-cash losses on sale-leaseback of property and equipment, and write-off of equity offering costs. (2) Represents certain charges related to our consolidation, restructuring and integration activities intended to eliminate duplicative costs or achieve cost efficiencies related to integrating acquisitions or other restructurings related to expense reduction efforts. These costs and asbestos litigation defense costs are not eliminated in the determination of Company Adjusted EBITDA, however we would exclude these costs to better evaluate our underlying business performance.

 


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Goodwill Impairment We test our recorded balance of goodwill for impairment annually as of December 31st. We estimate the fair value of our reporting units using a third-party valuation specialist and based on the present value of expected future cash flows included in the Company’s long-range plan and other valuation measures. In completing the annual Step I impairment test, the recorded carrying values of our RV & Trailer Products and Recreational Accessories operating segments exceeded their estimated fair values, requiring us to perform additional valuation work. Based on the results of this additional valuation analysis, we recorded a goodwill impairment charge of $116.5 million related to our RV & Trailer Products ($97.5 million) and Recreational Accessories ($19.0 million) operating segments. This non-cash impairment charge resulted from a decrease in the implied fair value of recorded goodwill previously allocated to these businesses due to reduced sales and profitability in 2006 compared to prior years and/or our operating plan, and overall decline in the estimated market values of these business segments.

 


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TriMas Capitalization ($ in thousands) December 31,  December 31, 2006  2005 Cash and Cash Equivalents 3,600 $ 3,730 $ Working Capital Revolver Term Loan B 14,710 $ 259,350  4,100 $ 256,250 Other Debt 23,890  30,960 Subtotal, Senior Secured Debt 297,950  291,310 9.875% Senior Sub Notes due 2012  436,540  436,370 Total Debt $ 734,490  727,680 $ Total Shareholders' Equity $ 232,780  349,300 $ Total Capitali zation $ 967,270  1,076,980 $ Memo: A/R Securitization $19,560  37,280 $ Total Debt + A/R Securitization $ 754,050  764,960 $ Key Ratios: Bank LTM EBITDA  $ 147,760  143,790.0 $ Coverage Ratio Leverage Ratio  1.87x 5.10x  1.94x 5.32x At December 31, 2006, TriMas had $3.6 million in cash and approximately $96 million of available liquidity under our Amended and Restated Credit Agreement.

 


GRAPHIC

Summary TriMas had a solid fourth quarter. TriMas improved operating earnings. The Company and our team are focused on expanding sales growth initiatives, continued earnings improvement and debt reduction. Strengthening our balance sheet remains a critical tactical objective. Free cash flow Selected asset dispositions TriMas continues to see outstanding growth opportunities across our portfolio. TriMas’ goals are very simple -- drive credibility via sales and earnings performance, lower our debt and continue to build our Company with discipline.

 


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Innovation • Industry • Growth Q & A

 


GRAPHIC

Innovation • Industry • Growth Appendix

 


GRAPHIC

Condensed Balance Sheet 2006 2005 Current assets: Cash and cash equivalents  3,600 $ 3,730 $ Receivables, net  99,240 89,960 Inventories, net  165,360 148,450 Deferred income taxes  24,310 20,120 Prepaid expenses and other current assets 7,320 7,050 Assets of discontinued operations held for sale 11,770 46,730 Total current assets 311,600 316,040 Property and equipment, net 165,200 164,250 Goodwill 529,730 644,780 Other intangibles, net 240,120 255,220 Other assets  39,410 48,220 Total assets $ 1,286,060 1,428,510 $ Current liabilities: Current maturities, long-term debt 9,700 $ 15,920 $ Accounts payable  100,070 111,250 Accrued liabilities  71,350 62,800 Due to Metaldyne 620 4,850 Liabilities of discontinued operations  23,530 38,410 Total current liabilities  205,270 233,230 Long-term debt  724,790 711,760 Deferred income taxes 89,940 95,980 Other long-term liabilities 29,800 34,760 Due to Metaldyne  3,480 3,480 Total liabilities  1,053,280 1,079,210 Preferred stock $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None  -- Common stock, $0.01 par: Authorized 400,000,000 shares; Issued and outstanding: 20,759,500 and 20,010,000 shar at December 31, 2006 and 2005, respectively 210 200 Paid-in capital  399,070 396,980 Accumulated deficit  (215,220) (86,310) Accumulated other comprehensive income 48,720 38,430 Total shareholders' equity 232,780 349,300 Total liabilities and shareholders' equity $ 1,286,060 1,428,510 $ Assets Liabilities and Shareholders' Equity December 31, ($ in thousands) At December 31, 2006, TriMas had $3.6 million of cash and approximately $96 million of available liquidity under our Amended and Restated Credit Agreement. Receivables and debt reduced $19.6 million and $37.3 million at December 31, 2006 and 2005, respectively, as receivables securitization is “off-balance sheet.”

 


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Statement of Operations For the Three Months Ended December 31, (unaudited - $ in thousands) 2006 2005 Net sales $ 223,270 $ 225,270 Cost of sales (165,050) (171,790) Gross profit 58,220 53,480 Selling, general and administrative expenses (39,820) (41,380) Gain (loss) on dispositions of property and equipment (370) (160) Impairment of assets and goodwill (117,010) (2,960) Operating profit Other expense, net: (98,980) 8,980 Interest expense (19,740) (19,420) Other, net (1,040) (640) Other expense, net Income (loss) from continuing operations before income (20,780) (20,060) tax benefit (119,760) (11,080) Income tax benefit 2,360 1,460 Income (loss) from continuing operations $ (117,400) $ (9,620)

 


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Statement of Operations (cont’d) For the Three Months Ended December 31, (Unaudited - $ in thousands, except per share amounts) 2006 2005 Income (loss) from continuing operations (117,400) $ (9,620) $ Cumulative effect of change in accounting principle - (420) Loss from discontinued operations, net of income tax benefit (4,490) (42,630) Net income (loss) (121,890) $ (52,670) $ Earnings (loss) per share - basic: Continuing operations (5.65) $ (0.48) $ Discontinued operations, net of income tax benefit (0.22) (2.14) Cumulative effect of change in accounting principle - (0.02) Net income (loss) per share (5.87) $ (2.64) $ Weighted average common shares - basic 20,759,500 20,010,000 Earnings (loss) per share - diluted: Continuing operations (5.65) $ (0.48) $ Discontinued operations, net of income tax benefit (0.22) (2.14) Cumulative effect of change in accounting principle - (0.02) Net income (loss) per share (5.87) $ (2.64) $ Weighted average common shares - diluted 20,759,500 20,010,000

 


GRAPHIC

Cash Flow Highlights For the Twelve Months Ended December 31, ($ in thousands) 2006 2005 Cash provided by operating activities 15,880 $ 29,890 $ Capital expenditures (29,840) (21,670) Net proceeds from disposition of businesses and other assets 7,680 5,030 Cash used for investing activities (22,160) (16,640) Repayments of borrowings on credit facilities (257,410) (2,890) Proceeds from borrowings on term loan facilities 260,000 24,250 Proceeds from borrowings on revolving credit facilities 688,870 884,450 Repayments of borrowings on revolving credit facilities (683,150) (916,300) Debt issuance costs (2,160) (2,120) Cash provided by (used for) financing activities 6,150 (12,610) Net increase (decrease) in cash and cash equivalents (130) $ 640 $

 


 

 

For the Twelve Months Ended December 31, Reconciliation of Non-GAAP Measure Adjusted EBITDA 2006 2005 2006 2005 Net income (loss) before cumulative effect of accounting change (121,890) $ (52,250) $ (128,910) $ (45,460) $ Income tax benefit (810) (31,600) (6,520) (30,580) Interest expense 19,740 19,420 79,060 75,210 Debt extinguishment costs - - 8,610 - Change in asset retirement obligation of discontinued operations (550) (550) Impairment of assets (90) 73,220 15,760 73,220 Impairment of goodwill 116,500 - 116,500 - Depreciation and amortization 8,910 9,350 38,740 40,750 Adjusted EBITDA 21,810 $ 18,140 $ 122,690 $ 113,140$ Adjusted EBITDA, continuing operations 25,700 $ 19,840 $ 137,740 $ 118,280 $ Adjusted EBITDA, discontinued operations (3,890) (1,700) (15,050) (5,140) Adjusted EBITDA, total company 21,810 $ 18,140 $ 122,690 $ 113,140 $ (unaudited) For the Three Months Ended December 31, (1) The Company defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, non-cash asset and goodwill impairment write-offs, non-cash losses on sale-leaseback of property and equipment and legacy stock award expense. Lease expense and non-recurring charges are included in Adjusted EBITDA and include both cash and non-cash charges related to restructuring and integration expenses. In evaluating our business, management considers and uses Adjusted EBITDA as a key indicator of financial operating performance and as a measure of cash generating capability. Management believes this measure is useful as an analytical indicator of leverage capacity and debt servicing ability, and uses it to measure financial performance as well as for planning purposes. However, Adjusted EBITDA should not be considered as an alternative to net income, cash flow from operating activities or any other measures calculated in accordance with U.S. GAAP, or as an indicator of operating performance. The definition of Adjusted EBITDA used here may differ from that used by other companies. (1) ($ in thousands) 15,760

 


Leverage Ratio Coverage Ratio Key Covenant Calculations ($ in thousands) Total Indebtedness at December 31, 2006 (1) $ 754,050 LTM EBITDA, as defined (2) $ 147,760 Leverage Ratio - Actual 5.10x Leverage Ratio - Covenant 5.75x LTM EBITDA, as defined (2) $ 147,760 Cash Interest Expense (2) $ 79,060 Coverage Ratio - Actual 1.87x Coverage Ratio - Covenant 1.70x Notes: (1) As defined in our Amended and Restated Credit Agreement. (2) LTM EBITDA and Cash Interest Expense, as defined.

 


GRAPHIC

LTM Bank EBITDA (1) (unaudited - $ in thousands) Reported net loss for the twelve months ended December 31, 2006 $ (128,910) Interest expense, net (as defined) Income tax expense (benefit) Depreciation and amortization Extraordinary non-cash charges - impairment of assets Extraordinary non-cash charges -impairment of goodwill Heartland monitoring fee Interest equivalent costs Non-recurring expenses in connection with acquisition integration Other non-cash expenses or losses Non-recurring expenses or costs for cost savings projects Debt extinguishment costs Non-cash expenses related to equity grants Discontinued operations 79,060 (6,520) 38,740 15,760 116,500 4,050 4,760 970 2,510 880 8,610 1,350 10,000 Bank EBITDA - LTM Ended December 31, 2006 (1) $ 147,760 (1) As defined in the Amended and Restated Credit Agreement dated August 2, 2006.