UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0060 Expires: March 31, 2006 Estimated average burden hours per response. . 28.0
	Washington, D.C. 20549
	FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)			May 11, 2006
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware		333-100351				38-2687639
(State or other jurisdiction		(Commission				(IRS Employer
of incorporation)		File Number)				Identification No.)
39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan						48304
(Address of principal executive offices)						(Zip Code)
Registrant’s telephone number, including area code				(248) 631-5400
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.

 

The only public security holders of TriMas Corporation (the “Company”) are holders of its 9 7/8% senior subordinated notes due 2012. The Company issued a press release and held a teleconference on May 11, 2006, reporting its financial results for the quarter ending March 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 presentation are also available on the Company’s website at www.trimascorp.com.

 

Item 9.01  Financial Statements and Exhibits.

 

(c)           Exhibits. The following exhibits are filed herewith:

 

Exhibit No.		Description
99.1		Press Release
99.2		The Company’s visual presentation titled “First Quarter 2006 Earnings Call”.

 

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SIGNATURES

 

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

 

 

			TRIMAS CORPORATION
Date:	May 11, 2006		By:	/s/ Grant H. Beard
			Name:		Grant H. Beard
			Title:		Chief Executive Officer

 

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Exhibit 99.1

 

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

 

MEDIA RELEASE

 

TRIMAS CORPORATION REPORTS

STRONG FIRST QUARTER RESULTS

 

BLOOMFIELD HILLS, MICH. — May 11, 2006 — TriMas Corporation today announced its financial results for the three months ended March 31, 2006.  TriMas reported sales of $275.3 million, operating profit of $29.3 million and income from continuing operations of $5.3 million, or $0.26 per share on a fully-diluted basis for the three months ended March 31, 2006, compared to the prior year first quarter sales of $262.4 million, operating profit of $25.0 million and income from continuing operations of $3.6 million, or $0.17 per share on a fully-diluted basis.

First Quarter Highlights

“In first quarter, we saw solid year-over-year growth in sales and an even greater improvement in earnings performance as our profit improvement initiatives take hold and we benefit from continued economic expansion in key market segments,” said Grant Beard, TriMas’ President and Chief Executive Officer.  “The benefits of being a diversified industrial products company were evident as our businesses within Packaging Systems, Energy Products and Industrial Specialties enjoyed particularly strong earnings results.”

“Although sales within Transportation Accessories declined and RV & Trailer Products segment sales were flat compared to the year ago period, our profitability continued to improve as a result of sourcing and other cost reduction initiatives implemented in the second half of 2005,” Beard further commented.  “While the economic outlook remains positive, we are watching market demand within our Transportation Accessories and RV & Trailer Products businesses closely, and are prepared to respond with production schedule changes and other actions as needed.”

“Our priorities within TriMas remain clear - to continue to drive earnings performance and free cash flow in order to reduce debt and improve our balance sheet,” Beard said.

 

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Results of Continuing Operations

•                  The Company’s 2006 first quarter net sales increased 4.9% to $275.3 million, from $262.4 million for the three months ended March 31, 2005, as three of the Company’s five business segments reported significant year-over-year revenue growth.  Notably, net sales increased 7.6% at Packaging Systems, 18.9% at Energy Products and 15.3% within Industrial Specialties.  Net sales reported for RV & Trailer Products were flat compared with the year ago period while Transportation Accessories reported a decrease in net sales of 3.7% when compared to the first quarter a year ago.

•                  Operating profit improved 17.1% or $4.3 million as compared to the same period a year ago and reflected strong earnings performance in four of the Company’s five business segments.  Material margins improved 90 basis points compared to the year ago period as a result of sourcing initiatives and ability to recover material cost increases via pricing.  Operating profit margin as a percent of sales improved to 10.6% in first quarter 2006 compared to 9.5% for the same period a year ago.

•                  Expenses related to plant consolidation and restructuring activities were $0.4 million and comparable to the year ago period.

•                  The Company reported net income from continuing operations of $5.3 million, or $0.26 per share on a fully-diluted basis in the quarter ended March 31, 2006, compared to net income from continuing operations of $3.6 million or $0.17 per share on a fully-diluted basis in the first quarter 2005.  This represented an increase in reported income from continuing operations of 47.2% compared to the year ago period.

Results of Discontinued Operations

•                  Sales from discontinued operations were $23.5 million in the quarter ended March 31, 2006, a decrease of $6.9 million from $30.4 million in the same period a year ago.  The decline in sales between years was principally the result of working down a significant sales backlog which existed at the end of 2004, during the first quarter 2005.  The loss from discontinued operations was $1.3 million and $1.1 million in the quarters ended March 31, 2006 and 2005, respectively, net of tax benefits recorded of $0.8 million and $0.7 million.

Grant Beard, TriMas’ President and Chief Executive Officer, further commented, “In the first quarter of 2006, we re-aligned our operating segments and management structure to better focus our various businesses’ product line offerings by industry and end customer markets and related channels of distribution.  Our prior period segment financial information has been revised to reflect this new structure and presentation.”

 

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First Quarter Financial Summary

 

		For the Quarter Ended March 31
(unaudited - in millions, except per share amounts)		2006			2005			% Change
Sales		$	275.3		$	262.4		4.9	%
Operating profit		29.3			25.0			17.1	%
Income from continuing operations		5.3			3.6			47.2	%
Loss from discontinued operations, net of tax benefit		(1.3		)	(1.1		)	18.2	%
Net income		$	4.0		$	2.5		60.0	%
Earnings (loss) per share - basic
- Continuing operations		$	0.27		$	0.18		50.0	%
- Discontinued operations		(0.07		)	(0.05		)	40.0	%
- Net income		$	0.20		$	0.13		53.8	%
Earnings (loss) per share - diluted
- Continuing operations		$	0.26		$	0.17		52.9	%
- Discontinued operations		(0.07		)	(0.05		)	40.0	%
- Net income		$	0.19		$	0.12		58.3	%
Other Data - Continuing Operations:
- Depreciation and amortization		$	9.3		$	9.6		(3.1	%)
- Interest expense		$	19.9		$	18.2		9.3	%
- Other expense, net		$	0.8		$	1.1		(27.3	%)
- Income tax expense		$	3.3		$	2.1		57.1	%

 

 

Segment Results

Packaging Systems

Net sales increased $3.8 million, or 7.6% to $53.4 million in first quarter 2006 from $49.6 million in the year ago period as sales of industrial closure products (5.4%), consumer product dispensing applications (9.1%) and specialty tapes, laminates and insulation products (11.0%) all increased.  Operating profit increased 15.0% to $8.5 million during first quarter 2006 from $7.4 million in first quarter 2005, as this segment benefited from higher sales volumes ($0.6 million), facility consolidation costs that did not recur in the current year ($0.3 million) and lower selling costs as a percentage of sales between years.

 

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Transportation Accessories

Net sales decreased $3.1 million or 3.7% to $81.7 million in the quarter ended March 31, 2006 compared to $84.8 million in the year ago period due primarily to reduced sales activity in our towing products business.  However, operating profit increased $0.6 million or 16.0% to $4.4 million in first quarter 2006 from $3.8 million in the year ago period as a result of improved material margins due to sourcing initiatives and lower variable and fixed overhead spending as a result of cost reduction actions implemented in the second half of 2005, offset in part by higher sales promotion expense to support retail channel sales activity.

RV & Trailer Products

Net sales were approximately flat at $55.9 million for the quarter ended March 31, 2006 compared to the year ago period.  Higher sales to the horse/livestock and OE automotive sectors were approximately offset by lower sales to the agricultural/industrial markets and RV wholesalers and distributors due to soft market demand and increased foreign competition.  Operating profit decreased slightly from $8.5 million in first quarter 2005 to $8.3 million in the current year as cost savings initiatives approximately offset increased transportation and slightly higher employee benefits costs.

Energy Products

Net sales increased $6.4 million or 18.9% to $40.0 million in the quarter ended March 31, 2006 compared to $33.6 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 increased international sales, and higher than expected turnaround activity at petrochemical refineries.  Operating profit improved $0.9 million or 17.7% to $5.9 million in the quarter ended March 31, 2006 from $5.0 million in the year ago period essentially consistent with the increase in net sales.

Industrial Specialties

Net sales increased $5.9 million or 15.3% to $44.4 million in the quarter ended March 31, 2006, from $38.5 million in the year ago period as four of this segment’s five business continued to experience strong demand driven by new products, market share gains and economic expansion.  Notably, sales increased 27.1% in our aerospace fastener business, 23.7% in our specialty automotive fittings business and 14.3% in our industrial cylinder business.   Operating profit in the first quarter 2006 increased $2.5 million or 42.3% to $8.4 million from $5.9 million a year ago due to improved material margins and proportionately greater sales of higher margin aerospace fasteners.

 

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Financial Position

TriMas ended the first quarter with total assets of $1,440.7 million, debt of $719.3 million and $59.6 million outstanding under its receivables securitization facility.  Net cash provided by operating activities for the quarter ended March 31, 2006, was $11.0 million, compared to net cash used for operating activities in the year ago period of $11.4 million, as the Company significantly reduced its investment in net working capital.

Conference Call

TriMas will broadcast its first quarter earnings conference call on Thursday, May 11, 2006 at 2:00 p.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.

To participate by phone, please dial: (800) 266-1764.   Callers should ask to be connected to the TriMas first quarter conference call (reservation number 21291788).  If you are unable to participate during the live teleconference, a replay of the conference call will be available beginning May 11^th at 2:00 pm. EDT through May 18^th at 4:30 p.m. EDT.  To access the replay, please dial:  (800) 633-8284 and use reservation number 21291788.

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

 

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statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.  Risks and uncertainties that could cause actual results to vary materially from those anticipated in the forward-looking statements included in this release include general economic conditions in the markets in which we operate and industry-based factors such as: technological developments that could competitively disadvantage us, increases in our raw material, energy, and healthcare costs, our dependence on key individuals and relationships, exposure to product liability, recall and warranty claims, compliance with environmental and other regulations, and competition within our industries.  In addition, factors more specific to us could cause actual results to vary materially from those anticipated in the forward-looking statements included in this release such as our substantial leverage, limitations imposed by our debt instruments, our ability to successfully pursue our stated growth strategies and opportunities, as well as our ability to identify attractive and other strategic acquisition opportunities and to successfully integrate acquired businesses and complete actions we have identified as providing cost-saving opportunities.

 

6

 

TriMas Corporation
Consolidated Balance Sheet
(Unaudited — dollars in thousands)

		March 31,			December 31,
		2006			2005
Assets
Current assets:
Cash and cash equivalents		$	1,710		$	3,730
Receivables, net		95,000			89,960
Inventories		162,020			149,210
Deferred income taxes		20,120			20,120
Prepaid expenses and other current assets		7,450			7,050
Assets of discontinued operations held for sale		47,000			45,590
Total current assets		333,300			315,660
Property and equipment, net		163,180			164,630
Goodwill		645,530			644,780
Other intangibles, net		252,060			255,220
Other assets		46,700			48,220
Total assets		$	1,440,770		$	1,428,510
Liabilities and Shareholders’ Equity
Current liabilities:
Current maturities, long-term debt		$	8,560		$	13,820
Accounts payable		125,790			111,250
Accrued liabilities		65,830			62,800
Due to Metaldyne		4,840			4,850
Liabilities of discontinued operations		37,270			38,410
Total current liabilities		242,290			231,130
Long-term debt		710,780			713,860
Deferred income taxes		95,820			95,980
Other long-term liabilities		34,230			34,760
Due to Metaldyne		3,480			3,480
Total liabilities		1,086,600			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: 20,010,000 shares		200			200
Paid-in capital		397,400			396,980
Retained deficit		(82,330		)	(86,310		)
Accumulated other comprehensive income		38,900			38,430
Total shareholders’ equity		354,170			349,300
Total liabilities and shareholders’ equity		$	1,440,770		$	1,428,510

 

7

 

TriMas Corporation
 Consolidated Statement of Operations
 (Unaudited — dollars in thousands, except for per share amounts)

		For the Three Months Ended March 31,
		2006			2005
Net sales		$	275,280		$	262,370
Cost of sales		(201,790		)	(197,270		)
Gross profit		73,490			65,100
Selling, general and administrative expense		(44,050		)	(40,290		)
Gain (loss) on dispositions of property and equipment		(180		)	170
Operating profit		29,260			24,980
Other expense, net:
Interest expense		(19,920		)	(18,240		)
Other, net		(780		)	(1,090		)
Other expense, net		(20,700		)	(19,330		)
Income from continuing operations before income tax expense		8,560			5,650
Income tax expense		(3,250		)	(2,080		)
Income from continuing operations		5,310			3,570
Loss from discontinued operations, net of income tax benefit		(1,330		)	(1,060		)
Net income		$	3,980		$	2,510
Earnings (loss) per share - basic:
Continuing operations		$	0.27		$	0.18
Discontinued operations, net of income tax benefit		(0.07		)	(0.05		)
Net income per share		$	0.20		$	0.13
Weighted average common shares - basic		20,010,000			20,010,000
Earnings (loss) per share - diluted:
Continuing operations		$	0.26		$	0.17
Discontinued operations, net of income tax benefit		(0.07		)	(0.05		)
Net income per share		$	0.19		$	0.12
Weighted average common shares - diluted		20,760,000			20,760,000

 

8

 

TriMas Corporation
 Consolidated Statement of Cash Flows
(Unaudited — dollars in thousands)

 

		For the Three Months Ended March 31,
		2006			2005
Cash Flows from Operating Activities:
Net income		$	3,980		$	2,510
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
(Gain) loss on dispositions of property and equipment		100			(240		)
Depreciation and amortization		9,300			10,510
Amortization of debt issue costs		1,360			1,230
Non-cash compensation expense		420			80
Net proceeds from sale of receivables and receivables securitization		25,120			26,560
Increase in receivables		(29,630		)	(60,540		)
(Increase) decrease in inventories		(14,490		)	3,440
Decrease in prepaid expenses and other assets		200			860
Increase in accounts payable and accrued liabilities		14,330			3,820
Other, net		320			420
Net cash provided by (used for) operating activities		11,010			(11,350		)
Cash Flows from Investing Activities:
Capital expenditures		(5,290		)	(4,550		)
Proceeds from sales of fixed assets		640			940
Net cash used for investing activities		(4,650		)	(3,610		)
Cash Flows from Financing Activities:
Repayments of borrowings on term loan facilities		(700		)	(720		)
Proceeds from borrowings on revolving credit facilities		167,710			286,810
Repayments of borrowings on revolving credit facilities		(175,390		)	(270,200		)
Payments on notes payable		—			(100		)
Net cash provided by (used for) financing activities		(8,380		)	15,790
Cash and Cash Equivalents:
Increase (decrease) for the period		(2,020		)	830
At beginning of period		3,730			3,090
At end of period		$	1,710		$	3,920
Supplemental disclosure of cash flow information:
Cash paid for interest		$	5,280		$	5,780
Cash paid for taxes		$	4,930		$	3,600

 

9

 

TriMas Corporation

Company and Business Segment Financial Information

 

(unaudited - in thousands)		Three Months Ended March 31,
		2006			2005
Packaging Systems
Net sales		$	53,350		$	49,600
Operating profit		$	8,500		$	7,390
Operating profit as a % of sales		15.9		%	14.9		%
Transportation Accessories
Net sales		$	81,680		$	84,810
Operating profit		$	4,410		$	3,800
Operating profit as a % of sales		5.4		%	4.5		%
RV & Trailer Products
Net sales		$	55,860		$	55,840
Operating profit		$	8,280		$	8,480
Operating profit as a % of sales		14.8		%	15.2		%
Energy Products
Net sales		$	39,950		$	33,590
Operating profit		$	5,920		$	5,030
Operating profit as a % of sales		14.8		%	15.0		%
Industrial Specialties Group
Net sales		$	44,440		$	38,530
Operating profit		$	8,410		$	5,910
Operating profit as a % of sales		18.9		%	15.3		%
Total Company - Continuing Operations
Net sales		$	275,280		$	262,370
Operating profit		$	29,260		$	24,980
Operating profit as a % of sales		10.6		%	9.5		%
Corporate expenses and management fee		$	6,260		$	5,630
Other Data - Continuing Operations:
- Depreciation and amortization		$	9,300		$	9,570
- Interest expense		$	19,920		$	18,240
- Other expense, net		$	780		$	1,090
- Income tax expense		$	3,250		$	2,080

 

 

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 business groups: Packaging Systems, Transportation Accessories, RV & Trailer Products, Energy Products, and Industrial Specialties.  TriMas has nearly 5,000 employees at 80 different facilities in 10 countries.  For more information, visit www.trimascorp.com.

 

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[LOGO]

 

First Quarter 2006 Earnings Call

 

May 11, 2006

 

[GRAPHIC]

Innovation • Industry • Growth

 

 

Safe Harbor Statement

 

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

 

[LOGO]

 

2

 

Agenda

 

•                  Opening Comments

 

•                  2006 First Quarter Financial Highlights

 

•                  2006 First Quarter Operating Highlights

 

•                  2006 First Quarter Financial Performance

 

•                  TriMas Capitalization

 

•                  TriMas 2006 Focus and Priorities

 

•                  Q&A

 

•                  Appendix

 

3

 

2006 First Quarter Financial Highlights

 

•                  TriMas is a diversified engineered products company.  Our diversity of end markets, customers, products, and leading brands are our defining attributes.

 

•                  Our first quarter earnings performance had 4 of our 5 segments improve over prior year.  The one exception, our RV & Trailer Products segment, was essentially flat compared to the prior year.

 

•                  TriMas had sales of $275.3 million in first quarter 2006, representing an increase of $12.9 million or 4.9% over first quarter 2005. 

 

•                  Packaging Systems was up 7.6% as compared to Q1 2005 due to strong market demand, overall economic expansion and new products.

 

•                  Transportation Accessories was down 3.7% as compared to Q1 2005 due to reduced levels of activity in our towing products business’ early order incentive program.

 

•                  RV & Trailer Products revenue was essentially flat as compared to Q1 2005.

 

•                  Energy Products revenue increased 18.9% driven by strong market demand from existing customers, expanded product offerings, and increasing international sales.

 

•                  Industrial Specialties increased 15.3% during the quarter reflecting strong demand for our products as well as market share gains, new products and economic expansion.

 

4

 

 

•                  The Company reported Q1 2006 operating profit of $29.3 million, an increase of $4.3 million or 17.1%, compared to operating profit of $25.0 million in Q1 2005.

 

•                  Adjusted EBITDA within the quarter was $37.8 million, representing an increase of $4.3 million or 12.8% as compared to Q1 2005.

 

•                  The increase in Adjusted EBITDA was due to:

 

•                  Across the board earnings expansion within Packaging Systems, Energy Products and Industrial Specialties.

 

•                  Improved conversion within Transportation Accessories driven by improved material margins due to sourcing initiatives and lower variable and fixed overhead spending as a result of cost initiatives implemented in second half of 2005.

 

•                  The two segments which formerly comprised Cequent Transportation Accessories, in aggregate, matched prior year earnings performance which was our stated goal.

 

•                  First quarter 2006 income from continuing operations was $5.3 million or $0.26 per share on a fully-diluted basis versus income from continuing operations of $3.6 million or $0.17 per share in the year ago period.  This increase was driven by the following items:

 

•                  Strong increases in net sales in three of our five business segments.

 

•                  Higher operating profit margins due to improved material margins in all segments and increased productivity within Transportation Accessories in the quarter compared to the prior year.

 

•                  We expect this earnings momentum to continue as we move through 2006.

 

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•                  Total debt and securitization at March 31, 2006 was $779 million, a decrease of approximately $34 million compared to March 31, 2005.

 

•                  TriMas finished the quarter with $179.1 million of net operating working capital or 16.3% of sales.  This compares to $182.5 million or 17.4% of sales for the comparable period a year ago.  

 

•                  The Company’s Bank LTM EBITDA was $144.6 million which supported our lending ratios:

 

•                  Leverage ratio was 5.39x vs. leverage covenant of 5.65x.

 

•                  Interest coverage ratio was 1.89x vs. our covenant of 1.80x.

 

•                  TriMas had $1.7 million in cash at quarter end and $38.0 million in available liquidity under our revolving credit agreement.

 

•                  In our industrial fastener business, which is reported as discontinued operations, we recorded a $1.3 million loss, net of related tax benefits of $0.8 million.

 

•                  We continued to use our free cash flow to reduce debt which was reduced approximately $34 million compared to the year ago period.

 

•                  TriMas’ business future continues to be defined by strong organic growth, increased earnings and free cash flow. 

 

•                  As more fully discussed in our 2005 Form 10-K, our industrial fasteners business is reported as discontinued operations due to our decision to sell this business.  The data herein reflects performance from continuing operations, unless otherwise noted.

 

•                  In first quarter 2006, we realigned our operating segments and management structure to better focus our various businesses’ product line offerings by industry, end customer markets and related channels of distribution.  Our prior period segment financial information has been revised to reflect this new structure.

 

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Operating Highlights

 

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Innovation • Industry • Growth

 

 

Packaging Systems

 

•                  Net sales for the quarter were $53.4 million, an increase of 7.6% compared to first quarter 2005, with the increase primarily driven by stronger demand for industrial closure products and specialty tapes, laminates and insulation products, and increased sales of new consumer product dispensing applications.

 

•                  Adjusted EBITDA in Q1 2006 increased to $11.7 million from $10.1 million in Q1 2005, an increase of 16.2% related to increased sales levels and moderating raw material costs.

 

•                  Operating profit for first quarter 2006 improved 15.0%, to $8.5 million (15.9% of sales) from $7.4 million (14.9% of sales) in first quarter 2005.

 

•                  Rieke expects positive earnings momentum to continue through 2006.

 

•                  Strong demand for both industrial and consumer based products.

 

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Transportation Accessories

 

•                  Q1 2006 sales decreased by $3.1 million to $81.7 million, or 3.7%, from $84.8 million in the prior year.

 

•                  Transportation Accessories revenue mix continued to shift toward retail customers.

 

•                  First quarter sales were impacted by a re-design of our early order program to incent customers to purchase product in Q2 as well as Q1.

 

•                  Adjusted EBITDA in Q1 2006 increased $0.4 million to $6.9 million from $6.5 million in Q1 2005.

 

•                  Quarterly operating profit increased $0.6 million to $4.4 million from $3.8 million in Q1 2005 primarily due to:

 

•                  Improved material margins and reductions in variable and fixed costs due to cost reduction initiatives implemented in the second half of 2005.

 

•                  The competitive pricing pressures that impacted margins within our Consumer (retail) business in 2005 continue to be addressed via sourcing initiatives and selected pricing actions. Our initiatives are on plan. Continued margin expansion is expected in this business in 2006.

 

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RV & Trailer Products

 

•                  First quarter sales, operating profit and Adjusted EBITDA were approximately flat with the prior year.

 

•                  Increased sales to the horse/livestock and OE automotive sectors were approximately offset by lower sales to the agricultural/industrial markets and RV wholesale distributors due to soft market demand and increased foreign competition.

 

•                  Our focus in this segment will be to accelerate sourcing initiatives and to continue to provide our customers with engineered product solutions and order fill and delivery performance.

 

•                  Our outlook for this group is conservative due to its exposure to consumer spending for products such as RV’s, boat and horse trailers and other lifestyle products and uncertainty around interest rates and fuel prices.

 

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Energy Products

 

•                  Q1 2006 sales of $40.0 million, an increase of $6.4 million, or 18.9% as compared to the year ago period.

 

•                  Adjusted EBITDA in the quarter was $6.5 million compared to $5.7 million in Q1 2005, an increase of 15.5%.

 

•                  Operating profit improved $0.9 million to $5.9 million from $5.0 million in first quarter 2005.

 

•                  This segment expects continued earnings momentum throughout 2006 driven by:

 

•                  Strong market demand due to favorable conditions for the oil and gas producers

 

•                  Extended product line offerings and an expanded sales focus on international markets

 

•                  Increased market share gains due to superior delivery performance

 

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Industrial Specialties

 

•                  Net sales for Q1 2006 were $44.4 million, an increase of 15.3% compared to the same period a year ago driven by economic expansion, new product introductions and market share gains.

 

•                  Monogram continues to experience strong demand for its aerospace fasteners with a sales increase of approximately 27.1% in the first quarter of 2006 over the same period a year ago.

 

•                  Fittings saw an increase in sales of $1.0 million, or 23.7%, as a direct result of market share gains due to excellent delivery performance.

 

•                  Norris Cylinder’s sales increased 14.3% over Q1 2005 with a continued strong order backlog.

 

•                  Precision Tool continues to grow in the specialty medical equipment market.

 

•                  Adjusted EBITDA for the quarter was $9.8 million compared to $7.2 million in the period a year ago, an increase of 36.8%.

 

•                  Operating profit for the quarter increased $2.5 million to $8.4 million from $5.9 million in the year ago period as the group benefited from higher sales volumes during the quarter and operating profit margins improved to 18.9% compared to 15.3% in the year ago period.

 

•                  This group of companies expects continued earnings momentum throughout 2006.

 

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Financial Performance

 

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Innovation • Industry • Growth

 

 

2006 First Quarter Results

 

 

 

($ in millions)		Three Months Ended Mar 31
		2006			2005			Variance
Net Sales
Packaging Systems		$	53.4		$	49.6		7.6	%
Transportation Accessories		81.7			84.8			(3.7	)%
RV & Trailer Products		55.9			55.8			0.0	%
Energy Products		40.0			33.6			18.9	%
Industrial Specialties		44.4			38.5			15.3	%
Total Net Sales		$	275.3		$	262.4		4.9	%
Operating Profit
Packaging Systems		$	8.5		$	7.4		15.0	%
Transportation Accessories		4.4			3.8			16.1	%
RV & Trailer Products		8.3			8.5			(2.4	)%
Energy Products		5.9			5.0			17.7	%
Industrial Specialties		8.4			5.9			42.3	%
Corporate		(6.3		)	(5.6		)	12.5	%
Total Operating Profit		$	29.3		$	25.0		17.1	%
% Margin		10.6		%	9.5		%	1.1	%
Adjusted EBITDA(1)
Packaging Systems		$	11.7		$	10.1		16.2	%
Transportation Accessories		6.9			6.5			6.0	%
RV & Trailer Products		10.1			10.4			(3.0	)%
Energy Products		6.5			5.6			15.5	%
Industrial Specialties		9.8			7.2			36.8	%
Segment Adjusted EBITDA		$	45.0		$	39.8		13.1	%
% Margin		16.3		%	15.2		%	1.1	%
Corporate office, management fee and other		(6.0		)	(5.3		)	13.2	%
AR Securitization expenses		(1.2		)	(1.0		)	20.0	%
Adjusted EBITDA from Continuing Operations		$	37.8		$	33.5		12.8	%
% Margin		13.7		%	12.8		%	0.9	%
Memo Items
Restructuring, consolidation and integration costs (2)		$	(0.4	)	$	(0.3	)	33.3	%

 

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

 

(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 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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TriMas Capitalization

 

($ in millions)

 

		March 31,			March 31,			December 31,
		2006			2005			2005
Cash and Cash Equivalents		$	1.7		$	3.9		$	3.7
Working Capital Revolver		$	2.0		$	29.4		$	4.1
Term Loan B		255.6			288.2			256.3
Other Debt		25.3			—			30.9
Subtotal, Senior Secured Debt		282.9			317.6			291.3
9.875% Senior Sub Notes due 2012		436.4			436.3			436.4
Total Debt		$	719.3		$	753.9		$	727.7
Total Shareholders’ Equity		$	354.2		$	404.0		$	349.3
Total Capitalization		$	1,073.5		$	1,157.9		$	1,077.0
Memo: A/R Securitization		$	59.6		$	59.5		$	37.3
Total Debt + A/R Securitization		$	778.9		$	813.4		$	765.0
Key Ratios:
Bank LTM EBITDA		$	144.6		$	149.2		$	143.8
Coverage Ratio		1.89		x	2.25		x	1.94		x
Leverage Ratio		5.39		x	5.45		x	5.32		x

 

At March 31, 2006, TriMas had $1.7 million in cash and approximately $38.0 million of available liquidity under its revolving credit agreement.

 

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2006 Focus and Priorities

 

2006 Focus

 

•      Debt reduction

 

•      Earnings expansion

 

•      Organic growth

 

2006 Priorities

 

•      Profitable growth via product and market expansion

 

•      Increase low cost purchasing, manufacturing and support options

 

•      Free cash flow generation

 

•      Continue to lower working capital

 

•      Continue to rationalize fixed cost footprint

 

•      Continue to drive our TriMas Management System and embrace our guiding principles of:

 

Market Leadership	Financial Discipline
Operational Excellence		People Development

 

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Summary

 

•                  TriMas had a solid first quarter.

 

•                  TriMas improved earnings and reduced debt.

 

•                  The Company and our team are focused on earnings improvement and reducing debt.

 

•                  Strengthening our balance sheet remains our number one tactical objective.

 

•                  Free cash flow

 

•                  Selected asset dispositions

 

•                  TriMas continues to see great growth opportunities across our portfolio.

 

•                  Economic outlook seems positive but we are watching demand in our Transportation Accessories and RV & Trailer Products businesses very closely.

 

•                  Our goal is very simple — drive credibility via performance, lower our debt and continue to build TriMas with discipline.

 

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Q & A

 

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Innovation • Industry • Growth

 

 

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Appendix

 

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Innovation • Industry • Growth

 

 

Condensed Balance Sheet

 

(unaudited - $ in millions)

 

		March 31,			December 31,
		2006			2005
Assets
Current assets:
Cash and cash equivalents		$	1.7		$	3.7
Receivables, net		95.0			90.0
Inventories		162.0			149.2
Deferred income taxes		20.1			20.1
Prepaid expenses and other current assets		7.5			7.1
Assets of discontinued operations held for sale		47.0			45.6
Total current assets		333.3			315.7
Property and equipment, net		163.2			164.6
Goodwill		645.5			644.8
Other intangibles, net		252.1			255.2
Other assets		46.7			48.2
Total assets		$	1,440.8		$	1,428.5
Liabilities and Shareholders’ Equity
Current liabilities:
Current maturities, long-term debt		$	8.6		$	13.8
Accounts payable		125.8			111.3
Accrued liabilities		65.8			62.8
Due to Metaldyne		4.8			4.9
Liabilities of discontinued operations		37.3			38.4
Total current liabilities		242.3			231.1
Long-term debt		710.8			713.9
Deferred income taxes		95.8			96.0
Other long-term liabilities		34.2			34.8
Due to Metaldyne		3.5			3.5
Total liabilities		1,086.6			1,079.2
Total shareholders’ equity		354.2			349.3
Total liabilities and shareholders’ equity		$	1,440.8		$	1,428.5

 

•                  At March 31, 2006, TriMas had $1.7 million of cash and approximately $38.0 million of available liquidity under its revolving credit agreement.

 

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