UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number: 3235-0060

 

Washington, D.C. 20549

Expires:   March 31, 2006

 

 

Estimated average burden

 

FORM 8-K

hours per response ......28.0

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) March 2, 2010

 

TRIMAS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-10716

 

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.

 

TriMas Corporation (the “Corporation”) issued a press release and held a teleconference on March 2, 2010, reporting its financial results for the fourth quarter and fiscal year ending December 31, 2009.  A copy of the press release and teleconference visual presentation are attached hereto as exhibits and are incorporated herein by reference.  The press release and teleconference visual presentation are also available on the Corporation’s website at www.trimascorp.com.

 

The information furnished pursuant to this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Corporation under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)           Exhibits. The following exhibits are furnished herewith:

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release

 

 

 

99.2

 

The Corporation’s visual presentation titled “Fourth Quarter 2009 Earnings Presentation”

 

SIGNATURES

 

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

 

 

 

 

TRIMAS CORPORATION

 

 

 

 

 

 

 

 

Date:

March 2, 2010

 

By:

/s/ David M. Wathen

 

 

Name:

David M. Wathen

 

 

Title:

President & Chief Executive Officer

 

2


Exhibit 99.1

 

 

 

 

For more information, contact:

Sherry Lauderback

VP, Investor Relations & Communications

(248) 631-5506

sherrylauderback@trimascorp.com

 

TRIMAS CORPORATION REPORTS FOURTH QUARTER AND

FULL YEAR 2009 RESULTS

Company Reduces Total Indebtedness by Over $115 Million in 2009 and

Expects to Exceed $0.60 in EPS in 2010

 

BLOOMFIELD HILLS, Michigan, March 2, 2010 — TriMas Corporation (NASDAQ: TRS) today announced financial results for the quarter and full year ended December 31, 2009. For the quarter, the Company reported sales from continuing operations of $191.1 million, a decline of 9.9% compared to the fourth quarter of 2008. The Company reported a fourth quarter loss from continuing operations of $8.9 million, or $0.26 per diluted share, compared to loss from continuing operations of $149.8 million, or $4.48 per diluted share, in fourth quarter 2008. Excluding Special Items(1) identified in the attached reconciliation for both periods, fourth quarter 2009 income from continuing operations would have been $3.6 million, or $0.11 per diluted share, as compared to fourth quarter 2008 income from continuing operations of $0.8 million, or $0.02 per diluted share.

 

For the year ended December 31, 2009, the Company reported sales from continuing operations of $803.7 million, a 20.7% decline compared to 2008. The Company reported full year income from continuing operations of $12.7 million, or $0.37 per diluted share, compared to a loss from continuing operations of $124.1 million, or $3.71 per diluted share, in 2008. Excluding Special Items for both periods, 2009 income from continuing operations would have been $14.9 million, or $0.43 per diluted share, as compared to 2008 income from continuing operations of $28.4 million, or $0.85 per diluted share.

 

TriMas Highlights

 

·                  Improved fourth quarter operating profit margin and Adjusted EBITDA(2) margin (both excluding the impact of Special Items) by 250 basis points compared to fourth quarter 2008.

·                  Realized $32 million in cost savings during the year, exceeding its $30 million Profit Improvement Plan. The 2010 run-rate of these actions is expected to be $35 million.

·                  Reduced operating working capital in all segments in fourth quarter 2009, compared to fourth quarter 2008 and third quarter 2009.

·                  Reduced total indebtedness, including amounts outstanding under its receivables securitization facility, by $115.4 million compared to December 31, 2008.

·                  The Packaging and Cequent segments exceeded management’s fourth quarter expectations with sales improvements of 20% and 16%, respectively, accompanied by substantial margin improvements in both segments, as compared to fourth quarter 2008.

 

“As we ended 2009, we intensified our focus on achieving our strategic aspirations for the company, including improved revenue growth, profitability, returns on capital and earnings per share,” said David Wathen, TriMas President and Chief Executive Officer. “2009 was a transition year for TriMas. We successfully installed new operating processes, accomplished major cost and working capital reductions, generated over $115 million in free cash flow(2) and refinanced our debt to provide greater financial flexibility in the future.”

 

“While the global economic environment continued to weigh on customer demand in many of our key markets, we began to see improved sales levels during the fourth quarter compared to previous quarters in 2009. Revenue declined approximately 10% compared to the fourth quarter of 2008, with stronger than expected sales in the

 

1



 

Packaging and Cequent segments. We again saw the benefits of our cost reduction activities, as operating profit (excluding Special Items) improved 26% and related operating margins improved 250 basis points compared to fourth quarter 2008. We also continued to aggressively reduce working capital and drive free cash flow, despite the historical seasonality in the fourth quarter,” Wathen commented.

 

Wathen continued, “In 2010, we estimate that sales will be up 4% to 7% versus 2009 levels, driven by organic growth initiatives and a modest improvement in several of our end markets. We also expect our continued productivity actions to help drive improved operating profit of 60 to 100 basis points in 2010, and we will continue to focus on improving working capital turns. After 2009’s transformation, we believe TriMas is now positioned to take advantage of our operating leverage and emphasize revenue and earnings per share growth, and to drive higher returns on capital. As a result of these initiatives, we expect 2010 earnings per share to exceed $0.60, a 39% improvement over 2009 earnings per share, excluding Special Items.”

 

“I am pleased with TriMas’ performance in a tough economic time during 2009. The TriMas team performed admirably during the year, and is ready to step up to the new challenges and rewards of growing TriMas. We are committed to driving improved results and increasing shareholder value in 2010, and we thank all of our stakeholders for their support during 2009,” Wathen concluded.

 

Fourth Quarter Financial Results — From Continuing Operations

 

·                  TriMas reported fourth quarter net sales of $191.1 million, a decrease of 9.9% in comparison to $212.2 million in fourth quarter 2008. Sales declines in the Energy, Aerospace & Defense and Engineered Components segments, due to continued end market pressure resulting from the general economic slowdown, were partially offset by improved sales in the Packaging and Cequent segments and approximately $7.3 million of favorable impact due to currency exchange.

 

·                  The Company reported operating profit of $7.1 million in fourth quarter 2009, as compared to an operating loss of $155.6 million during fourth quarter 2008. Excluding the impact of Special Items, operating profit would have been $17.0 million, or 8.9% of sales, during the fourth quarter of 2009, an increase from $13.5 million, or 6.4% of sales, during the fourth quarter of 2008. This 250 basis point improvement was a result of the Company’s cost reduction and productivity initiatives, with the largest positive impact experienced in the Packaging and Cequent segments.

 

·                  Adjusted EBITDA for fourth quarter 2009 decreased 34.0% to $17.3 million, as compared to $26.3 million in fourth quarter 2008. Excluding the impact of Special Items in both periods, Adjusted EBITDA would have increased 9.9% to $26.8 million, with Adjusted EBITDA margins improving 250 basis points compared to fourth quarter 2008.

 

Full Year 2009 Financial Results — From Continuing Operations

 

·                  Full year 2009 sales decreased 20.7% to $803.7 million, compared to 2008 sales of $1,013.8 million, within management’s guidance range of down 20% to 25% for the year. Sales declined in all segments primarily due to the global economic recession. 2009 sales were also negatively impacted by approximately $9.6 million of unfavorable currency exchange.

 

·                  The Company reported operating profit of $49.9 million for 2009, compared to an operating loss of $69.3 million for 2008. Excluding the impact of Special Items in both periods, 2009 operating profit would have been $71.5 million, as compared to $102.7 million in 2008.

 

·                  Adjusted EBITDA(2) for 2009 decreased 14.6% to $119.0 million, as compared to $139.3 million in 2008. Excluding the impact of Special Items in both periods, 2009 Adjusted EBITDA would have been $108.6 million, as compared to $140.3 million in 2008. Management’s aggressive cost reduction actions throughout the year mitigated the decline in Adjusted EBITDA margin resulting from lower sales volumes.

 

2



 

·                  Free Cash Flow(2) for 2009 increased 199.5% to $115.5 million from $38.6 million in 2008, driven by improvements in operating working capital resulting from reduced inventory and accounts receivables levels.

 

Discontinued Operations

 

The results of discontinued operations consist of the property management line of business, the specialty tapes and laminates business, which was sold for approximately $21 million in February 2009, and the medical device line of business, which the Company discontinued during the fourth quarter of 2009.

 

Financial Position

 

During fourth quarter 2009, TriMas successfully refinanced its debt facilities securing greater financial flexibility and extending its debt maturities profile. TriMas ended the quarter with cash of $9.5 million and $114.3 million of aggregate availability under its revolving credit and accounts receivable facilities. The Company reduced total indebtedness, including amounts outstanding under its accounts receivable facility, by $10.8 million during fourth quarter 2009, and by $115.4 million as compared to December 31, 2008. TriMas ended the year with reported total indebtedness of $514.6 million, with no amounts outstanding under its receivables securitization facility.

 

Business Segment Results — From Continuing Operations (Excluding the impact of Special Items(3))

 

Packaging — Sales for the fourth quarter increased 20.1% compared to the year ago period due primarily to growth in specialty dispensing and other new product sales and the impact of favorable currency exchange. Sales for the year decreased 10.1% due to the decline in industrial closure product sales and the unfavorable effects of currency exchange, partially offset by the growth in specialty dispensing and other new product sales. Operating profit for the quarter increased 105.3% due to higher sales, lower material costs and reduced selling, general and administrative costs associated with the Company’s cost reduction plans. As a result of the cost reduction actions throughout the year, 2009 operating profit margin improved by approximately 360 basis points compared to 2008. The Company continues to diversify its product offering by developing specialty dispensing product applications for growing end markets, including pharmaceutical, personal care and food/beverage markets, and expanding geographically to generate long-term growth.

 

Energy — Fourth quarter and full year sales decreased 33.2% and 30.3%, respectively, compared to the year ago periods, due primarily to reduced demand for engines and other well-site content, resulting from a reduction in drilling activity and the deferred completion of previously drilled wells in North America, partially offset by an increase in sales of compression products. Sales in the Energy segment were also negatively impacted due to lower sales of specialty gaskets and related fastening hardware as a result of decreased levels of turn-around activity at petrochemical refineries and reduced demand from the chemical industry. Operating profit for the quarter and year decreased as a result of the lower sales volumes and related lower absorption of fixed costs, partially offset by reductions in selling, general and administrative costs. The Company continues to launch new well-site products to complement its engine business, while continuing to expand its sales and service branch network for the specialty gasket business, in anticipation of improvements in underlying demand in both of these businesses.

 

Aerospace & Defense — Sales for the fourth quarter and full year decreased 39.4% and 21.9%, respectively, compared to the year ago periods due primarily to lower blind-bolt fastener sales resulting from consolidation of and inventory reductions at distribution customers, partially offset by sales of new products which increased the Company’s content on certain aircraft. Sales in the defense business were also lower compared to the year ago periods, as the Company has ceased production of cartridge cases due to the relocation of the defense facility. These decreases were partially offset by new product sales and increased revenue associated with managing the facility closure and relocation. Operating profit for the quarter and year decreased primarily due to lower sales volumes, lower absorption of fixed costs and a less favorable product sales mix, partially offset by reduced selling, general and administrative expenses. Despite the sales decline, the Company continues to invest in this

 

3



 

high-profit segment by continuing to develop and market highly-engineered products for the aerospace market, as well as expand its offerings to military and defense customers.

 

Engineered Components — Fourth quarter and full year sales declined 38.7% and 47.7%, respectively, compared to the year ago periods due to demand declines in the Company’s industrial cylinder and precision cutting tools businesses, primarily as a result of the current economic downturn. Sales in the specialty fittings business increased during the fourth quarter due to new product offerings, but declined for the full year, compared to 2008. Operating profit for the quarter improved due to the Company’s cost reduction initiatives, partially offset by lower sales volumes and lower absorption of fixed costs. Due to lower sales volumes and related lower absorption, operating profit decreased for the full year, compared to 2008. The Company continues to develop new products and expand its international sales efforts.

 

Cequent — Sales for the fourth quarter increased 16.0% compared to the year ago period, resulting from increases in sales in the Australia/Asia Pacific and retail businesses and the favorable impact of currency exchange. Sales for the year decreased 12.1% compared to the year ago period due to weak, but improving, consumer demand for heavy-duty towing, trailer and electrical products and the unfavorable effects of currency exchange, partially offset by an increase in sales in the retail business and a slight improvement in sales in the Australia/Asia Pacific business. Operating profit for the quarter and year improved as a result of cost reductions implemented as part of the Company’s Profit Improvement Plan, partially offset by lower sales volumes and lower absorption of fixed costs. Due to the cost reduction actions, operating profit margin for the full year 2009 improved approximately 240 basis points compared to 2008. The Company continues to aggressively reduce fixed costs, decrease working capital and leverage strong brand positions for increased market share.

 

Outlook

 

The Company is estimating 2010 sales to increase 4% to 7%, compared to 2009. The Company expects full-year 2010 diluted earnings per share (EPS) from continuing operations to exceed $0.60 per share, in comparison to $0.43 per share in 2009, excluding Special Items in both periods. In addition, the Company expects its operating profit margin to improve by 60 to 100 basis points, compared to 2009, excluding Special Items, and Free Cash Flow, as defined in the attached reconciliation, to be in excess of $30 million.

 

“While we expect only a modest recovery in our end markets during 2010, we expect our planned growth and productivity initiatives to expand margins and accelerate our ability to grow earnings during the year,” Wathen commented. “The foundation we laid in 2009 will enhance our results in 2010, and provide for even greater margin expansion as normal end market demand returns.”

 


(1)          Appendix I details certain costs, expenses and other charges, collectively described as “Special Items,” that are included in the determination of net income (loss) under GAAP and are not added back to net income (loss) in determining Adjusted EBITDA, but that management would consider important in evaluating the quality of the Company’s Adjusted EBITDA and operating results under GAAP.

 

(2)          See Appendix II for reconciliation of Non-GAAP financial measure Adjusted EBITDA and Free Cash Flow to the Company’s reported results of operations prepared in accordance with GAAP. Additionally, see Appendix I for additional information regarding Special Items impacting reported GAAP financial measures.

 

(3)          Operating Profit excludes the impact of Special Items. For a complete schedule of Special Items by segment, see Appendix “Company and Business Segment Financial Information — Continuing Operations.”

 

Conference Call Information

 

TriMas Corporation will host its fourth quarter 2009 earnings conference call today, Tuesday, March 2, 2009 at 10:00 a.m. EST. The call-in number is (866) 253-6505. Participants should request to be connected to the TriMas Corporation fourth quarter and full year 2009 earnings conference call (Conference ID # 1433136). The conference call will also be simultaneously webcast via TriMas’ website at www.trimascorp.com, under the “Investors” section, with an accompanying slide presentation.

 

4



 

A replay of the conference call will be available on the TriMas website or by dialing (888) 211-2648 (Access Code # 495602) beginning March 2nd at 2:00 p.m. EST through March 9th at 11:59 p.m. EST.

 

Cautionary Notice Regarding Forward-looking Statements

 

Any “forward-looking” statements contained herein, including those relating to market conditions or the Company’s financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company’s business and industry, the Company’s substantial leverage, liabilities imposed by the Company’s debt instruments, market demand, competitive factors, the Company’s ability to maintain compliance with the listing requirements of NASDAQ, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Company’s accounting policies, future trends, and other risks which are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2008, and in the Company’s Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.

 

About TriMas

 

Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ: TRS) provides engineered and applied products for growing markets worldwide. TriMas is organized into five strategic business segments: Packaging, Energy, Aerospace & Defense, Engineered Components and Cequent. TriMas has approximately 3,900 employees at 70 different facilities in 9 countries. For more information, visit www.trimascorp.com.

 

5



 

TriMas Corporation

Consolidated Balance Sheet

(Dollars in thousands, except for share amounts)

 

 

 

December 31,

 

December 31,

 

 

 

2009

 

2008

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

9,480

 

$

3,910

 

Receivables, net

 

93,380

 

104,760

 

Inventories

 

141,840

 

188,900

 

Deferred income taxes

 

24,320

 

16,970

 

Prepaid expenses and other current assets

 

6,500

 

7,430

 

Assets of discontinued operations held for sale

 

4,250

 

32,030

 

Total current assets

 

279,770

 

354,000

 

Property and equipment, net

 

162,220

 

176,850

 

Goodwill

 

196,330

 

202,280

 

Other intangibles, net

 

164,080

 

177,820

 

Other assets

 

23,380

 

19,270

 

Total assets

 

$

825,780

 

$

930,220

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities, long-term debt

 

$

20,390

 

$

10,360

 

Accounts payable

 

92,840

 

111,810

 

Accrued liabilities

 

65,750

 

66,340

 

Liabilities of discontinued operations

 

1,070

 

1,340

 

Total current liabilities

 

180,050

 

189,850

 

Long-term debt

 

494,160

 

599,580

 

Deferred income taxes

 

42,590

 

51,650

 

Other long-term liabilities

 

47,000

 

34,240

 

Total liabilities

 

763,800

 

875,320

 

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: 33,895,503 and 33,620,410 shares at December 31, 2009 and 2008, respectively

 

330

 

330

 

Paid-in capital

 

528,370

 

527,000

 

Accumulated deficit

 

(510,380

)

(510,160

)

Accumulated other comprehensive income

 

43,660

 

37,730

 

Total shareholders’ equity

 

61,980

 

54,900

 

Total liabilities and shareholders’ equity

 

$

825,780

 

$

930,220

 

 

6



 

TriMas Corporation

Consolidated Statement of Operations

(Dollars in thousands, except for share amounts)

 

 

 

Quarter ended
December 31,
(unaudited)

 

Year ended
December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

Net sales

 

$

191,090

 

$

212,160

 

$

803,650

 

$

1,013,820

 

Cost of sales

 

(137,110

)

(162,960

)

(594,830

)

(750,450

)

Gross profit

 

53,980

 

49,200

 

208,820

 

263,370

 

Selling, general and administrative expenses

 

(37,960

)

(37,540

)

(150,200

)

(165,260

)

Estimated future unrecoverable lease obligations

 

(5,250

)

 

(5,250

)

 

Fees incurred under advisory services agreement

 

(2,890

)

 

(2,890

)

 

Net loss on dispositions of property and equipment

 

(750

)

(180

)

(570

)

(340

)

Impairment of property and equipment

 

 

(500

)

 

(500

)

Impairment of goodwill and indefinite-lived intangible assets

 

 

(166,610

)

 

(166,610

)

Operating profit (loss)

 

7,130

 

(155,630

)

49,910

 

(69,340

)

Other expense, net:

 

 

 

 

 

 

 

 

 

Interest expense

 

(10,510

)

(13,580

)

(45,070

)

(55,740

)

Gain (loss) on extinguishment of debt

 

(10,260

)

3,740

 

17,990

 

3,740

 

Other expense, net

 

(70

)

720

 

(1,750

)

(2,260

)

Other expense, net

 

(20,840

)

(9,120

)

(28,830

)

(54,260

)

Income (loss) from continuing operations before income tax benefit (expense)

 

(13,710

)

(164,750

)

21,080

 

(123,600

)

Income tax benefit (expense)

 

4,840

 

14,910

 

(8,350

)

(470

)

Income (loss) from continuing operations

 

(8,870

)

(149,840

)

12,730

 

(124,070

)

Loss from discontinued operations, net of income tax benefit

 

(2,490

)

(11,990

)

(12,950

)

(12,120

)

Net loss

 

$

(11,360

)

$

(161,830

)

$

(220

)

$

(136,190

)

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.26

)

$

(4.48

)

$

0.38

 

$

(3.71

)

Discontinued operations, net of income tax benefit (expense)

 

(0.08

)

$

(0.35

)

(0.39

)

(0.36

)

Net loss per share

 

$

(0.34

)

$

(4.83

)

$

(0.01

)

$

(4.07

)

Weighted average common shares - basic

 

33,516,104

 

33,450,444

 

33,489,659

 

33,422,572

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share - diluted:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.26

)

$

(4.48

)

$

0.37

 

$

(3.71

)

Discontinued operations, net of income tax benefit (expense)

 

(0.08

)

$

(0.35

)

(0.38

)

(0.36

)

Net loss per share

 

$

(0.34

)

$

(4.83

)

$

(0.01

)

$

(4.07

)

Weighted average common shares - diluted

 

33,516,104

 

33,450,444

 

33,892,170

 

33,422,572

 

 

7



 

TriMas Corporation

Company and Business Segment Financial Information

Continuing Operations

(Unaudited — dollars in thousands)

 

 

 

Quarter ended
December 31,

 

Year ended
December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

Packaging

 

 

 

 

 

 

 

 

 

Net sales

 

$

38,930

 

$

32,420

 

$

145,060

 

$

161,330

 

Operating profit (loss)

 

$

9,660

 

$

(57,730

)

$

33,050

 

$

(31,200

)

Operating profit (loss) as a % of sales

 

24.8

%

NM

 

22.8

%

NM

 

Special Items to consider in evaluating operating profit:

 

 

 

 

 

 

 

 

 

- Non-cash goodwill and indefinite-lived asset impairment

 

$

 

$

(62,490

)

$

 

$

(62,490

)

- Severance and business restructuring costs

 

$

(110

)

$

 

$

(590

)

$

(410

)

Excluding Special Items, operating profit would have been:

 

$

9,770

 

$

4,760

 

$

33,640

 

$

31,700

 

 

 

 

 

 

 

 

 

 

 

Energy

 

 

 

 

 

 

 

 

 

Net sales

 

$

37,670

 

$

56,360

 

$

148,930

 

$

213,750

 

Operating profit

 

$

3,400

 

$

8,070

 

$

12,780

 

$

32,740

 

Operating profit as a % of sales

 

9.0

%

14.3

%

8.6

%

15.3

%

Special Item to consider in evaluating operating profit:

 

 

 

 

 

 

 

 

 

- Severance and business restructuring costs

 

$

(340

)

$

 

$

(570

)

$

(320

)

Excluding Special Item, operating profit would have been:

 

$

3,740

 

$

8,070

 

$

13,350

 

$

33,060

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense

 

 

 

 

 

 

 

 

 

Net sales

 

$

17,890

 

$

29,530

 

$

74,420

 

$

95,300

 

Operating profit

 

$

3,360

 

$

9,620

 

$

21,770

 

$

31,850

 

Operating profit as a % of sales

 

18.8

%

32.6

%

29.3

%

33.4

%

Special Item to consider in evaluating operating profit:

 

 

 

 

 

 

 

 

 

- Severance and business restructuring costs

 

$

(40

)

$

 

$

(180

)

$

(130

)

Excluding Special Item, operating profit would have been:

 

$

3,400

 

$

9,620

 

$

21,950

 

$

31,980

 

 

 

 

 

 

 

 

 

 

 

Engineered Components

 

 

 

 

 

 

 

 

 

Net sales

 

$

13,720

 

$

22,390

 

$

62,290

 

$

119,050

 

Operating profit (loss)

 

$

1,320

 

$

(18,270

)

$

2,960

 

$

(5,140

)

Operating profit (loss) as a % of sales

 

9.6

%

NM

 

4.8

%

NM

 

Special Items to consider in evaluating operating profit (loss):

 

 

 

 

 

 

 

 

 

- Non-cash goodwill and indefinite-lived asset impairment

 

$

 

$

(19,180

)

$

 

$

(19,180

)

- Severance and business restructuring costs

 

$

 

$

 

$

(370

)

$

(230

)

Excluding Special Items, operating profit would have been:

 

$

1,320

 

$

910

 

$

3,330

 

$

14,270

 

 

 

 

 

 

 

 

 

 

 

Cequent

 

 

 

 

 

 

 

 

 

Net sales

 

$

82,880

 

$

71,460

 

$

372,950

 

$

424,390

 

Operating profit (loss)

 

$

(1,930

)

$

(93,360

)

$

4,830

 

$

(75,430

)

Operating profit (loss) as a % of sales

 

-2.3

%

NM

 

1.3

%

NM

 

Special Items to consider in evaluating operating profit (loss):

 

 

 

 

 

 

 

 

 

- Non-cash goodwill and indefinite-lived asset impairment

 

$

 

$

(84,940

)

$

 

$

(84,940

)

- Estimated future unrecoverable lease obligations

 

$

(5,250

)

$

 

$

(5,250

)

$

 

- Severance and business restructuring costs

 

$

(1,250

)

$

(1,900

)

$

(8,840

)

$

(2,100

)

Excluding Special Items, operating profit (loss) would have been:

 

$

4,570

 

$

(6,520

)

$

18,920

 

$

11,610

 

 

 

 

 

 

 

 

 

 

 

Corporate Expenses

 

$

(8,680

)

$

(3,960

)

$

(25,480

)

$

(22,160

)

Special Item to consider in evaluating corporate expenses:

 

$

(2,890

)

$

(610

)

$

(5,830

)

$

(2,220

)

- Severance and business restructuring costs

 

 

 

 

 

 

 

 

 

Excluding Special Items, corporate expenses would have been:

 

$

(5,790

)

$

(3,350

)

$

(19,650

)

$

(19,940

)

 

 

 

 

 

 

 

 

 

 

Total Company

 

 

 

 

 

 

 

 

 

Net sales

 

$

191,090

 

$

212,160

 

$

803,650

 

$

1,013,820

 

Operating profit (loss)

 

$

7,130

 

$

(155,630

)

$

49,910

 

$

(69,340

)

Operating profit (loss) as a % of sales

 

3.7

%

NM

 

6.2

%

NM

 

Total Special Items to consider in evaluating operating profit (loss):

 

$

(9,880

)

$

(169,120

)

$

(21,630

)

$

(172,020

)

Excluding Special Items, operating profit would have been:

 

$

17,010

 

$

13,490

 

$

71,540

 

$

102,680

 

 

8



 

Appendix I

 

TriMas Corporation

 

Additional Information Regarding Special Items Impacting
Reported GAAP Financial Measures
(Unaudited)

 

 

 

 

Year ended
December 31, 2009

 

Year ended
December 31, 2008

 

(dollars in thousands, except per share amounts)

 

Income

 

EPS

 

Income

 

EPS

 

 

 

 

 

 

 

 

 

 

 

Income (loss) and EPS from continuing operations, as reported

 

$

12,730

 

$

0.37

 

$

(124,070

)

$

(3.71

)

 

 

 

 

 

 

 

 

 

 

After-tax impact of Special Items to consider in evaluating quality of income (loss) and EPS from continuing operations:

 

 

 

 

 

 

 

 

 

Goodwill and indefinite-lived intangible asset impairment charges

 

$

 

$

 

$

(151,440

)

$

(4.53

)

Impairment of property and equipment

 

 

 

(300

)

(0.01

)

Severance and business restructuring costs

 

(8,320

)

(0.24

)

(3,040

)

(0.09

)

Estimated future unrecoverable lease obligations

 

(3,240

)

(0.10

)

 

 

Fees incurred under advisory services agreement

 

(1,800

)

(0.05

)

 

 

Special Items, excluding gain (loss) on extinguishment of debt

 

$

(13,360

)

$

(0.39

)

$

(154,780

)

$

(4.63

)

 

 

 

 

 

 

 

 

 

 

Excluding Special Items except gain (loss) on extinguishment of debt, income and EPS from continuing operations would have been

 

$

26,090

 

$

0.76

 

$

30,710

 

$

0.92

 

 

 

 

 

 

 

 

 

 

 

After-tax impact of gain (loss) on extinguishment of debt

 

11,190

 

0.33

 

2,330

 

0.07

 

 

 

 

 

 

 

 

 

 

 

Excluding Total Special Items, income and and EPS from continuing operations would have been

 

$

14,900

 

$

0.43

 

$

28,380

 

$

0.85

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding at December 31, 2009 and 2008

 

 

 

33,892,170

 

 

 

33,422,572

 

 

 

 

 

Quarter ended
December 31, 2009

 

Quarter ended
December 31, 2008

 

(dollars in thousands, except per share amounts)

 

Income

 

EPS

 

Income

 

EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and EPS from continuing operations, as reported

 

$

(8,870

)

$

(0.26

)

$

(149,840

)

$

(4.48

)

 

 

 

 

 

 

 

 

 

 

After-tax impact of Special Items to consider in evaluating quality of loss and EPS from continuing operations:

 

 

 

 

 

 

 

 

 

Goodwill and indefinite-lived intangible asset impairment charges

 

$

 

$

 

(151,440

)

$

(4.53

)

Impairment of property and equipment

 

 

 

(300

)

(0.01

)

Severance and business restructuring costs

 

(1,070

)

(0.03

)

(1,250

)

(0.03

)

Estimated future unrecoverable lease obligations

 

(3,240

)

(0.10

)

 

 

Fees incurred under advisory services agreement

 

(1,800

)

(0.05

)

 

 

Special Items, excluding gain (loss) on extinguishment of debt

 

$

(6,110

)

$

(0.18

)

$

(152,990

)

$

(4.57

)

 

 

 

 

 

 

 

 

 

 

Excluding Special Items except gain (loss) on extinguishment of debt, income and EPS from continuing operations would have been

 

$

(2,760

)

$

(0.08

)

$

3,150

 

$

0.09

 

 

 

 

 

 

 

 

 

 

 

After-tax impact of gain (loss) on extinguishment of debt

 

(6,380

)

(0.19

)

2,330

 

0.07

 

 

 

 

 

 

 

 

 

 

 

Excluding Total Special Items, income and and EPS from continuing operations would have been

 

$

3,620

 

$

0.11

 

$

820

 

$

0.02

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding at December 31, 2009 and 2008

 

 

 

33,516,104

 

 

 

33,450,444

 

 

9



 

Appendix I (cont.)

 

TriMas Corporation

 

Additional Information Regarding Special Items Impacting
Reported GAAP Financial Measures
(Unaudited)

 

 

 

Quarter ended December 31,

 

Year ended December 31,

 

(dollars in thousands)

 

2009

 

2008

 

2009

 

2008

 

Operating income (loss) from continuing operations, as reported

 

$

7,130

 

$

(155,630

)

$

49,910

 

$

(69,340

)

 

 

 

 

 

 

 

 

 

 

Special Items to consider in evaluating quality of earnings:

 

 

 

 

 

 

 

 

 

Goodwill and indefinite-lived intangible asset impairment charges

 

$

 

$

(166,610

)

$

 

$

(166,610

)

Impairment of property and equipment

 

 

(500

)

 

(500

)

Severance and business restructuring costs

 

(1,740

)

(2,010

)

(13,490

)

(4,910

)

Estimated future unrecoverable lease obligations

 

(5,250

)

 

(5,250

)

 

Fees incurred under advisory services agreement

 

(2,890

)

 

(2,890

)

 

 

 

 

 

 

 

 

 

 

 

Total Special Items

 

$

(9,880

)

$

(169,120

)

$

(21,630

)

$

(172,020

)

 

 

 

 

 

 

 

 

 

 

Excluding Special Items, operating profit from continuing operations would have been

 

$

17,010

 

$

13,490

 

$

71,540

 

$

102,680

 

 

 

 

 

Quarter ended December 31,

 

Year ended December 31,

 

(dollars in thousands)

 

2009

 

2008

 

2009

 

2008

 

Adjusted EBITDA from continuing operations, as reported

 

$

17,320

 

$

26,260

 

$

118,950

 

$

139,300

 

 

 

 

 

 

 

 

 

 

 

Special Items to consider in evaluating quality of earnings:

 

 

 

 

 

 

 

 

 

Severance and business restructuring costs

 

$

(1,350

)

$

(2,010

)

$

(10,870

)

$

(4,910

)

Estimated future unrecoverable lease obligations

 

(5,250

)

 

(5,250

)

 

Fees incurred under advisory services agreement

 

(2,890

)

 

(2,890

)

 

Special Items, excluding gain (loss) on extinguishment of debt

 

$

(9,490

)

$

(2,010

)

$

(19,010

)

$

(4,910

)

 

 

 

 

 

 

 

 

 

 

Excluding Special Items except gain (loss) on extinguishment of debt, Adjusted EBITDA from continuing operations would have been

 

$

26,810

 

$

28,270

 

$

137,960

 

$

144,210

 

 

 

 

 

 

 

 

 

 

 

Gross gain (loss) on extinguishment of debt

 

 

3,880

 

29,390

 

3,880

 

Excluding Total Special Items, Adjusted EBITDA from continuing operations would have been

 

$

26,810

 

$

24,390

 

$

108,570

 

$

140,330

 

 

10



 

Appendix II

 

TriMas Corporation

Reconciliation of Non-GAAP Measure Adjusted EBITDA(1) and Free Cash Flow(2)
(Unaudited)

 

 

 

Quarter ended
December 31,

 

Year ended
December 31,

 

(dollars in thousands)

 

2009

 

2008

 

2009

 

2008

 

Net loss

 

$

(11,360

)

$

(161,830

)

$

(220

)

$

(136,190

)

Income tax benefit

 

(7,170

)

(27,920

)

(520

)

(12,610

)

Interest expense

 

10,670

 

13,600

 

45,720

 

55,920

 

Debt extinguishment costs

 

10,260

 

140

 

11,400

 

140

 

Impairment of property and equipment

 

2,340

 

500

 

2,340

 

500

 

Impairment of goodwill and indefinite-lived intangible assets

 

930

 

184,530

 

930

 

184,530

 

Depreciation and amortization

 

10,530

 

11,630

 

43,940

 

44,070

 

Adjusted EBITDA, total company

 

16,200

 

20,650

 

103,590

 

136,360

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA, discontinued operations

 

(1,120

)

(5,610

)

(15,360

)

(2,940

)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA, continuing operations

 

$

17,320

 

$

26,260

 

$

118,950

 

$

139,300

 

Special Items

 

9,490

 

(1,870

)

(10,380

)

1,030

 

Cash interest

 

(18,140

)

(20,420

)

(43,600

)

(52,660

)

Cash taxes

 

(1,470

)

(1,600

)

(8,200

)

(8,060

)

Capital expenditures

 

(3,210

)

(9,060

)

(14,030

)

(27,850

)

Changes in operating working capital

 

14,800

 

3,250

 

58,710

 

(12,940

)

Free Cash Flow from operations before Special Items

 

$

18,790

 

$

(3,440

)

$

101,450

 

$

38,820

 

Cash paid for Special Items

 

(2,220

)

(1,100

)

(9,130

)

(2,690

)

Net proceeds from sale of business and other assets

 

90

 

180

 

23,190

 

2,440

 

Free cash flow

 

$

16,660

 

$

(4,360

)

$

115,510

 

$

38,570

 

 


(1)          The Company defines Adjusted EBITDA as net income (loss) before cumulative effect of accounting change, interest, taxes, depreciation, amortization, debt extinguishment costs, non-cash asset and goodwill impairment write-offs, and non-cash losses on sale-leaseback of property and equipment.  Lease expense and non-recurring charges are included in Adjusted EBITDA and include both cash and non-cash charges related to restructuring and integration expenses. In evaluating our business, management considers and uses Adjusted EBITDA as a key indicator of financial operating performance and as a measure of cash generating capability.  Management believes this measure is useful as an analytical indicator of leverage capacity and debt servicing ability, and uses it to measure financial performance as well as for planning purposes. However, Adjusted EBITDA should not be considered as an alternative to net income, cash flow from operating activities or any other measures calculated in accordance with U.S. GAAP, or as an indicator of operating performance. The definition of Adjusted EBITDA used here may differ from that used by other companies.

 

(2)          The Company defines Free Cash Flow as Adjusted EBITDA from continuing operations, plus Special Items and net proceeds from sale of businesses, less cash paid for interest, taxes and Special Items, capital expenditures and changes in operating working capital. As detailed in Appendix I, for purposes of determining Free Cash Flow, Special Items, net, include those costs, expenses and other charges incurred on a cash basis that are included in the determination of net income (loss) under GAAP and are not added back to net income (loss) in determining Adjusted EBITDA, but that management would consider important in evaluating the quality of the Company’s Free Cash Flow, as defined.

 

###

 

11


Exhibit 99.2

 

GRAPHIC

Fourth Quarter 2009 Earnings Presentation March 2, 2010

 


GRAPHIC

Safe Harbor Statement Any “forward-looking” statements contained herein, including those relating to market conditions or the Company’s financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company’s business and industry, the Company’s substantial leverage, liabilities imposed by the Company’s debt instruments, market demand, competitive factors, the Company’s ability to maintain compliance with the listing requirements of NASDAQ, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Company’s accounting policies, future trends, and other risks which are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2008, and in the Company’s Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.

 


GRAPHIC

Agenda Fourth Quarter Overview Fourth Quarter and Full Year 2009 Financial Highlights 2009 Key Initiatives Segment Highlights Outlook and Summary Questions and Answers Appendix

 


GRAPHIC

4 Fourth Quarter Overview Recession still holding top-line down overall – but margins improving Packaging and Cequent leading Profit improvement initiatives exceeded expectations with $32M of cost savings realized in 2009 Reduced operating working capital as a % of sales to 14.5%, compared to 17.3% at Q408 Solid free cash flow despite historical seasonality Investments in new products and markets showing results Refinanced in Q4 securing greater financial flexibility The TriMas Operating Model is working.

 


GRAPHIC

YOY Sales Trend Historical Quarterly YOY Sales Trend Business cycle showing in recovery patterns. -60.0% -40.0% -20.0% 0.0% 20.0% 40.0% 60.0% Q1 '07 Q2 '07 Q3 '07 Q4 '07 Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09 Q2 '09 Q3 '09 Q4 '09 Packaging Energy Aerospace And Defense Engineered Components Cequent

 


GRAPHIC

Fourth Quarter and Full Year 2009 Financial Highlights and Key Initiatives

 


GRAPHIC

Fourth Quarter Summary ($ in millions, except per share amounts) Improved demand continues in Packaging and Cequent segments – earlier cycle businesses Weak global economy continues to negatively impact the demand of other segments’ end markets Solid Free Cash Flow supported by improvements in operating working capital Cost reduction and productivity efforts mitigated sales volume declines Gross profit margin improved over 500 basis points compared to Q4 2008 Improved profitability, Income and Diluted EPS Successfully refinanced debt facilities (1) “Special Items” for each period, as well as the Reconciliation of Non-GAAP Measures Adjusted EBITDA and Free Cash Flow, are provided in the Appendix. (from continuing operations) Q4 2009 Q4 2008 % Chg Revenue 191.1 $ 212.2 $ -9.9% Adjusted EBITDA (1) 17.3 $ 26.3 $ -34.0% Excl. Special Items(1) except gain (loss) on extinguishment of debt, Adj EBITDA would have been: 26.8 $ 28.3 $ -5.2% Excl. Total Special Items , Adj EBITDA would have been: 26.8 $ 24.4 $ 9.9% Income (loss) (8.9) $ (149.8) $ 94.1% Excl. Special Items except gain (loss) on extinguishment of debt, Income would have been: (2.8) $ 3.2 $ -187.6% Excl. Total Special Items , Income would have been: 3.6 $ 0.8 $ 341.5% Diluted earnings (loss) per share (0.26) $ (4.48) $ 94.1% Excl. Special Items except gain (loss) on extinguishment of debt, diluted EPS would have been: (0.08) $ 0.09 $ -187.4% Excl. Total Special Items , diluted EPS would have been: 0.11 $ 0.02 $ 450.0% Free Cash Flow (1) 16.7 $ (4.4) $ nm Debt and A/R Securitization 514.6 $ 629.9 $ -18.3%

 


GRAPHIC

2009 Full Year Summary ($ in millions, except per share amounts) 2009 sales decline in line with previous guidance provided Focus on cost reduction and productivity efforts mitigated sales volume declines Adjusted EBITDA margin (excl. Special Items) relatively flat, despite sales decline of 21% Reduced total indebtedness by $115.3 million, or 18%, compared to December 31, 2008 Retired $73 million face value of notes for approximately $44 million in cash during the year (1) “Special Items” for each period, as well as the Reconciliation of Non-GAAP Measures Adjusted EBITDA and Free Cash Flow, are provided in the Appendix. (from continuing operations) 2009 2008 % Chg Revenue 803.7 $ 1,013.8 $ -20.7% Adjusted EBITDA (1) 119.0 $ 139.3 $ -14.6% Excl. Special Items (1) except gain (loss) on extinguishment of debt, Adj EBITDA would have been: 138.0 $ 144.2 $ -4.3% Excl. Total Special Items , Adj EBITDA would have been: 108.6 $ 140.3 $ -22.6% Income (loss) 12.7 $ (124.1) $ nm Excl. Special Items except gain (loss) on extinguishment of debt, Income would have been: 26.1 $ 30.7 $ -15.0% Excl. Total Special Items , Income would have been: 14.9 $ 28.4 $ -47.5% Diluted earnings per share 0.37 $ (3.71) $ nm Excl. Special Items except gain (loss) on extinguishment of debt, diluted EPS would have been: 0.76 $ 0.92 $ -17.4% Excl. Total Special Items , diluted EPS would have been: 0.43 $ 0.85 $ -49.4% Free Cash Flow (1) 115.5 $ 38.6 $ 199.5% Debt and A/R Securitization 514.6 $ 629.9 $ -18.3%

 


GRAPHIC

Profit and Productivity Improvements $ in millions Exceeded profit improvement plan targets ahead of original schedule. Comments: Profit Improvement Plan started at $6M in Q408 Annualized run-rate equates to ~$35 million Further institutionalize productivity initiatives during 2010 $5.4M $8.2M $8.9M $9.4M ~$35M $32M of cost reductions realized in 2009 Q1 Realized Q2 Realized Q3 Realized Q4 Realized Q409 Run-rate Cost Reductions

 


GRAPHIC

10 Working Capital Improvements Continued lean initiatives will drive permanent process change and working capital reductions. Comments: Operating working capital at 14.5% of sales vs. 17.3% at Q408 Reduction driven by decreases in inventory and accounts receivable Working capital reductions achieved faster than expected Reduced working capital $15M from Q309 $59M Y-o-Y reduction Operating Working Capital $173 $194 $154 $175 $131 $178 $116 $175 $110 $135 $160 $185 2008 2009 ($ in millions) Q1 Q2 Q3 Q4

 


GRAPHIC

11 Debt Reduction Reduced total indebtedness, including amounts on A/R securitization facility, by $115.4 million since 12/31/08 Leverage ratio of 3.68x compared to a debt covenant ratio of 4.50x Total weighted average cost of credit facility borrowings decreased from 5.4% to 3.9% Total Debt Interest Expense ($ in millions) Comments: At December 31, 2009, TriMas had $123.8 million of cash and available liquidity under its revolving credit and accounts receivable facilities. December 31, 2009 December 31, 2008 Cash and Cash Equivalents 9,480 $ 3,910 $ Senior Secured Bank Debt 269,570 280,800 9.875% Senior Sub Notes due 2012 - 329,140 9.75% Senior Secured Notes due 2017 244,980 - Total Debt 514,550 $ 609,940 $ Memo: A/R Securitization - $ 20,000 $ Total Debt + A/R Securitization 514,550 $ 629,940 $ 

 


GRAPHIC

Debt Refinance Refinancing rationale Market dynamics supportive of High Yield refinances Mitigate company risk and establish stable, longer-term debt structure Refinancing outcomes Extended maturity of revolver until 2013; term loan until 2015 and bonds until 2017 Secured A/R facility with 3 year commitment at lower funding costs Loosened financial covenants Expect to incur approximately $5M more in interest costs for 2010 vs. 2009 Provided flexibility to accelerate productivity and growth initiatives Refinance extended maturities profile and improved financial flexibility.

 


GRAPHIC

13 Effective Management Through the Downturn $80M+ $10M+ $40M+ $9 - $10M $31M+ Q3 $115M $15M $59M $9M $32M 2009 Actual Q1 Q2 PIP cost savings $28M $30M+ Cash interest reduction $4 - $7M $9 - $10M Working capital reduction $10 - $20M $25 - $35M Capex reduction $5 - $7M $7 - $9M Free cash flow(1) $60M+ $70M+ (1) “Special Items” for each period, as well as the Reconciliation of Non-GAAP Measures Adjusted EBITDA and Free Cash Flow, are provided in the Appendix. FY 2009 target as of quarterly earnings release: Clear expectations and focus drove positive results.

 


GRAPHIC

Segment Highlights

 


GRAPHIC

15 Packaging Results: Q4 sales increased due to growth in specialty dispensing sales and to a lesser extent, the impact of favorable currency exchange Cost reduction and productivity actions improved Adjusted EBITDA and operating profit 2009 operating profit margin improved approximately 360 basis points compared to 2008 ($ in millions) Key Initiatives: Target specialty dispensing products in higher growth end markets Pharmaceutical/medical Food/beverage Personal care Increase geographic coverage efforts in Europe & Asia Increase low-cost country sourcing and manufacturing Consider complementary bolt-on acquisitions (1) Adjusted EBITDA and Operating Profit exclude “Special Items” for each period. A detailed schedule of Special Items, as well as the Reconciliation of Non-GAAP Measure Adjusted EBITDA and Free Cash Flow, are provided in the Appendix.

 


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16 Energy ($ in millions) (1) Adjusted EBITDA and Operating Profit exclude “Special Items” for each period. A detailed schedule of Special Items, as well as the Reconciliation of Non-GAAP Measure Adjusted EBITDA and Free Cash Flow, are provided in the Appendix. Results: Sales decreased due to reduced demand for engines and other well-site content, as well as lower sales of specialty gaskets and related fastening hardware Negative conversion resulted due to lower sales and related lower absorption of fixed costs, partially offset by reductions in SG&A Generated more free cash flow for the quarter than Q408 or Q309 Key Initiatives: Expand complementary product lines at well-site Expand gasket business with major customers globally Better leverage installed manufacturing footprint in Asia Improve inventory turns by implementing Lean initiatives Increase low-cost country sourcing Add service capabilities

 


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17 Aerospace & Defense Key Initiatives: Expand aerospace fastener product lines to increase content and applications per aircraft Drive ongoing Lean initiatives to lower working capital and reduce costs Leverage and develop existing defense customer relationships Consider complementary bolt-on acquisitions ($ in millions) Results: Sales decreased primarily due to lower blind-bolt sales resulting from consolidation of and inventory reductions at distribution customers Partially offset by new product sales, increasing content on certain aircraft Sales in defense business also declined Operating profit margin decreased due to lower sales volumes, lower absorption of fixed costs and less favorable sales mix, partially offset by reduced SG&A costs (1) Adjusted EBITDA and Operating Profit exclude “Special Items” for each period. A detailed schedule of Special Items, as well as the Reconciliation of Non-GAAP Measure Adjusted EBITDA and Free Cash Flow, are provided in the Appendix.

 


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18 Engineered Components ($ in millions) Results: Sales declined due to reduced demand in industrial cylinder and precision cutting tools businesses, primarily resulting from industrial slow down Sales in specialty fittings business increased during Q4 due to new products, but declined for the year Adjusted EBITDA and operating profit increased in Q4 due to lower costs, partially offset by lower sales volumes and lower absorption of fixed costs Segment generated more cash on lower sales during quarter and full year Key Initiatives: Integration of management and facilities Continue to reduce costs and improve working capital turnover Continue to expand product offering and geographies Expand specialty products for existing components and tooling markets Capture significant export opportunity (1) Adjusted EBITDA and Operating Profit exclude “Special Items” for each period. A detailed schedule of Special Items, as well as the Reconciliation of Non-GAAP Measure Adjusted EBITDA and Free Cash Flow, are provided in the Appendix.

 


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19 Cequent ($ in millions) $46.4 Results: Q4 sales increased year-over-year, resulting from sales improvements in the Australia/Asia Pacific and retail businesses, and the favorable impact of currency exchange Demand for heavy-duty towing, trailer and electrical products remains weak, but is improving (sales relatively flat for Q4) Adjusted EBITDA and operating profit increased due to the significant cost reductions 2009 operating profit margin increased 240 basis points compared to 2008 Improvements in Q4 working capital ($ and %) drove solid cash flow during the quarter Key Initiatives: Continue to aggressively reduce fixed costs and simplify the business Improve processes and simplify business for better customer service and support Mitigate end market pressure by leveraging strong brands for additional market share and cross-selling Reduce capital requirements (1) Adjusted EBITDA and Operating Profit exclude “Special Items” for each period. A detailed schedule of Special Items, as well as the Reconciliation of Non-GAAP Measure Adjusted EBITDA and Free Cash Flow, are provided in the Appendix.

 


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Outlook & Summary

 


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Strategic Aspirations High single-digit top-line growth Earnings growth faster than revenue growth 3% to 5% of total gross cost productivity gains annually – utilize savings to fund growth Invest in growth programs that deliver new products, new markets and expanded geographies Increase percentage of non-U.S. revenues On-going improvement in capital turns and all cycle times Significant decrease in leverage ratio

 


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2010 Playbook TriMas Operating Model is producing results Continue to drive productivity initiatives Continue to improve working capital metrics Optimize growth programs Grow revenue Bumpy economic recovery requires fast responses to win 10 – 20 new product programs in each segment Footprint expansion focused on faster growth non-U.S. markets Recruiting key technical and sales people Keep improving capital structure

 


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2010 Outlook Excluding Special Items, Company expects 2010 EPS in excess of $0.60, an increase of at least 39% vs. 2009 EPS. Target double-digit EPS growth long-term. > $30 million Free Cash Flow(1) Up 60 – 100 bps Recurring operating profit 0% - 2% Bolt-on acquisitions > $0.60 EPS (excluding Special Items) 1% - 3% New program growth 3% - 4% Core growth 4% - 7% Sales growth 2010 Initial Thoughts (1) See attached FCF reconciliation for definition

 


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2010 Additional Assumptions Remain at current levels Exchange rates 1.5% - 3.0% U.S. GDP growth 37% - 39% Tax rate 3.0% - 3.5% of sales Capital expenditures $49 - $51 million Interest expense 2010 Estimates

 


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2010 Productivity Initiatives Aspiration of 3% to 5% total cost productivity (gross) Material productivity Purchasing teams Product redesigns Yield improvements Material substitution Labor productivity Lean initiatives Wage migration Equipment-driven efficiencies Redesigns Overhead productivity Offshore outsourcing Negotiations – cost of services Lean initiatives 2010 productivity savings support margin expansion, mitigate inflationary trends and fund new growth and productivity initiatives Gross Productivity Savings Productivity initiatives continue to be a focus in 2010. Carryover Labor Material Overhead Carryover Packaging Energy Engineered Comp Cequent A&D By Segment By Type 2010 2010

 


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26 2010 Priorities Focus on profitable strategic growth Drive operating profit improvement Effectively manage the balance sheet Foundation set in 2009 – Accelerate growth in 2010.

 


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Questions & Answers

 


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Appendix

 


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End Markets Aerospace: Backlog based; new product/application growth Aerospace commercial build rates: Down high single-digit % Military: Management of base relocation (no production); cost-plus contract Aerospace: ~75% Military: ~25% Aerospace & Defense: Gain share due to broad product portfolio with strong brands New awards domestic and offshore Trailer registrations expected to be up after several down years Light pick-up truck sales expected to be up Overall market: Up mid to high single digit % Non-North American: ~20% Retail (accessories): ~30% Aftermarket (distributors/installers): ~20% RV and marine specific: ~10% Trailer OE (ind/agric): ~15% Auto OE/OES: ~5% Cequent: Industrial: Continued geographic expansion; Medical: Core competencies to other expand market and customers Industrial GDP: Up low single-digit % Automotive: Up high single digit % Medical tooling: Up high single digit % Industrial: ~70% Automotive: ~25% Medical: ~5% Engineered Components: Geographic expansion New product offering / expansion MRO exposure more stable – replace / fix Commodity dynamics: Natural gas and oil prices affect demand MRO business: ~75% Oil and gas commodity-driven: ~25% Energy: New markets and customers New applied technologies and applications Consumption-based markets: Medical/Pharma: Up mid single-digit % Food/Beverage: Up mid single-digit % Personal Care: Up mid single-digit % Industrial GDP: Up low single-digit % Specialty dispensing, consumer-based packaging products: ~35% Industrial closures: ~65% 30%+ is non-North American Packaging: Segment Content End Market Dynamics TriMas Advantage Overall sales estimate for 2010 expected to be up 4% to 7% versus 2009

 


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30 Q4 2009 Statement of Operations ($ in thousands) 2009 2008 2009 2008 Net sales 191,090 $ 212,160 $ 803,650 $ 1,013,820 $ Cost of sales (137,110) (162,960) (594,830) (750,450) Gross profit. 53,980 49,200 208,820 263,370 Selling, general and administrative expenses (37,960) (37,540) (150,200) (165,260) Estimated future unrecoverable lease obligations (5,250) - (5,250) - Fees incurred under advisory services agreement (2,890) - (2,890) - Net loss on dispositions of property and equipment (750) (180) (570) (340) Impairment of property and equipment - (500) - (500) Impairment of goodwill and indefinite-lived intangible assets. - (166,610) - (166,610) Operating profit (loss). 7,130 (155,630) 49,910 (69,340) Other expense, net: Interest expense (10,510) (13,580) (45,070) (55,740) Gain (loss) on extinguishment of debt (10,260) 3,740 17,990 3,740 Other expense, net (70) 720 (1,750) (2,260) Other expense, net (20,840) (9,120) (28,830) (54,260) Income (loss) from continuing operations before income tax benefit (expense) (13,710) (164,750) 21,080 (123,600) Income tax benefit (expense). 4,840 14,910 (8,350) (470) Income (loss) from continuing operations (8,870) $ (149,840) $ 12,730 $ (124,070) $ Loss from discontinued operations, net of income tax benefit (2,490) (11,990) (12,950) (12,120) Net loss (11,360) $ (161,830) $ (220) $ (136,190) $ (unaudited) December 31, December 31, Year ended Quarter ended

 


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31 Q4 2009 Statement of Operations (cont.) ($ in thousands) 2009 2008 2009 2008 Earnings (loss) per share - basic: Continuing operations (0.26) $ (4.48) $ 0.38 $ (3.71) $ Discontinued operations, net of income taxes (0.08) (0.35) (0.39) (0.36) Net loss per share (0.34) $ (4.83) $ (0.01) $ (4.07) $ Weighted average common shares - basic 33,516,104 33,450,444 33,489,659 33,422,572 Earnings (loss) per share - diluted: Continuing operations (0.26) $ (4.48) $ 0.37 $ (3.71) $ Discontinued operations, net of income taxes (0.08) (0.35) (0.38) (0.36) Net loss per share (0.34) $ (4.83) $ (0.01) $ (4.07) $ Weighted average common shares - diluted 33,516,104 33,450,444 33,892,170 33,422,572 (unaudited) December 31, December 31, Year ended Quarter ended

 


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32 Q4 2009 Balance Sheet ($ in thousands) December 31, December 31, 2009 2008 Current assets: Cash and cash equivalents 9,480 $ 3,910 $ Receivables, net 93,380 104,760 Inventories 141,840 188,900 Deferred income taxes 24,320 16,970 Prepaid expenses and other current assets 6,500 7,430 Assets of discontinued operations held for sale 4,250 32,030 Total current assets 279,770 354,000 Property and equipment, net 162,220 176,850 Goodwill 196,330 202,280 Other intangibles, net 164,080 177,820 Other assets 23,380 19,270 Total assets 825,780 $ 930,220 $ Current liabilities: Current maturities, long-term debt 20,390 $ 10,360 $ Accounts payable 92,840 111,810 Accrued liabilities 65,750 66,340 Liabilities of discontinued operations 1,070 1,340 Total current liabilities 180,050 189,850 Long-term debt 494,160 599,580 Deferred income taxes 42,590 51,650 Other long-term liabilities 47,000 34,240 Total liabilities 763,800 875,320 Total shareholders' equity 61,980 54,900 Total liabilities and shareholders' equity 825,780 $ 930,220 $ Assets Liabilities and Shareholders' Equity

 


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33 Reconciliation of Non-GAAP Measures Adjusted EBITDA(1) and Free Cash Flow(2) (1)The Company defines Adjusted EBITDA as net income (loss) before cumulative effect of accounting change, interest, taxes, depreciation, amortization, debt extinguishment costs, non-cash asset and goodwill impairment write-offs, and non-cash losses on sale-leaseback of property and equipment. Lease expense and non-recurring charges are included in Adjusted EBITDA and include both cash and non-cash charges related to restructuring and integration expenses. In evaluating our business, management considers and uses Adjusted EBITDA as a key indicator of financial operating performance and as a measure of cash generating capability. Management believes this measure is useful as an analytical indicator of leverage capacity and debt servicing ability, and uses it to measure financial performance as well as for planning purposes. However, Adjusted EBITDA should not be considered as an alternative to net income, cash flow from operating activities or any other measures calculated in accordance with U.S. GAAP, or as an indicator of operating performance. The definition of Adjusted EBITDA used here may differ from that used by other companies. (2)The Company defines Free Cash Flow as Adjusted EBITDA from continuing operations, plus Special Items and net proceeds from sale of businesses, less cash paid for interest, taxes and Special Items, capital expenditures and changes in operating working capital. As detailed in Appendix I, for purposes of determining Free Cash Flow, Special Items, net, include those one-time costs, expenses and other charges incurred on a cash basis that are included in the determination of net income (loss) under GAAP and are not added back to net income (loss) in determining Adjusted EBITDA, but that management would consider important in evaluating the quality of the Company’s Free Cash Flow, as defined. (Unaudited) 2009 2008 2009 2008 Net loss (11,360) $ (161,830) $ (220) $ (136,190) $ Income tax expense . (7,170) (27,920) (520) (12,610) Interest expense 10,670 13,600 45,720 55,920 Debt extinguishment costs. 10,260 140 11,400 140 Impairment of property and equipment. 2,340 500 2,340 500 Impairment of goodwill and indefinite-lived intangible assets. 930 184,530 930 184,530 Depreciation and amortization. 10,530 11,630 43,940 44,070 Adjusted EBITDA, total company . 16,200 20,650 103,590 136,360 Adjusted EBITDA, discontinued operations (1,120) (5,610) (15,360) (2,940) Adjusted EBITDA, continuing operations . 17,320 $ 26,260 $ 118,950 $ 139,300 $ Special Items, excluding gain on extinguishment of debt 9,490 (1,870) (10,380) 1,030 Cash interest (18,140) (20,420) (43,600) (52,660) Cash taxes (1,470) (1,600) (8,200) (8,060) Capital expenditures (3,210) (9,060) (14,030) (27,850) Changes in operating working capital 14,800 3,250 58,710 (12,940) Free Cash Flow from operations before Special Items 18,790 $ (3,440) $ 101,450 $ 38,820 $ Cash paid for Special Items (2,220) (1,100) (9,130) (2,690) Net proceeds from sale of business and other assets 90 180 23,190 2,440 Free cash flow. 16,660 $ (4,360) $ 115,510 $ 38,570 $ Quarter ended Year ended December 31, December 31,

 


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34 Additional Information Regarding Special Items Impacting Reported GAAP Financial Measures (Unaudited) Year ended Year ended December 31, 2009 December 31, 2008 ($ in thousands) Income EPS Income EPS Loss and EPS from Continuing Operations, as reported. 12,730 $ 0.37 $ (124,070) $ (3.71) $ After-tax impact of Special Items to consider in evaluating loss and EPS from continuing operations: Goodwill and indefinite-lived intangible asset impairment charges - $ - $ (151,440) $ (4.53) $ Impairment of property and equipment. - - (300) (0.01) Severance and business restructuring costs (8,320) (0.24) (3,040) (0.09) Estimated future unrecoverable lease obligations (3,240) (0.10) - - Fees incurred under advisory services agreement (1,800) (0.05) - - Special Items, excluding gain on extinguishment of debt (13,360) $ (0.39) $ (154,780) $ (4.63) $ Excluding Special Items except gain (loss) on extinguishment of debt, income and EPS from continuing operations would have been 26,090 $ 0.76 $ 30,710 $ 0.92 $ After-tax impact of gain (loss) on extinguishment of debt 11,190 0.33 2,330 0.07 Excluding Total Special Items, income and and EPS from continuing. operations would have been 14,900 $ 0.43 $ 28,380 $ 0.85 $ Weighted-average shares outstanding at December 31, 2009 and 2008. 33,892,170 33,422,572 Quarter ended Quarter ended December 31, 2009 December 31, 2008 ($ in thousands) Income EPS Income EPS Loss and EPS from Continuing Operations, as reported. (8,870) $ (0.26) $ (149,840) $ (4.48) $ After-tax impact of Special Items to consider in evaluating loss and EPS from continuing operations: Goodwill and indefinite-lived intangible asset impairment charges - $ - (151,440) $ (4.53) Impairment of property and equipment. - - (300) (0.01) Severance and business restructuring costs (1,070) (0.03) (1,250) (0.03) Estimated future unrecoverable lease obligations (3,240) (0.10) - - Fees incurred under advisory services agreement (1,800) (0.05) - - Special Items, excluding gain on extinguishment of debt (6,110) $ (0.18) $ (152,990) $ (4.57) $ Excluding Special Items except gain (loss) on extinguishment of debt, continuing operations would have been (2,760) $ (0.08) $ 3,150 $ 0.09 $ After-tax impact of gain (loss) on extinguishment of debt (6,380) (0.19) 2,330 0.07 Excluding Total Special Items, income and and EPS from continuing. operations would have been 3,620 $ 0.11 $ 820 $ 0.02 $ Weighted-average shares outstanding at December 31, 2009 and 2008. 33,516,104 33,450,444

 


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35 Additional Information Regarding Special Items Impacting Reported GAAP Financial Measures (cont.) (Unaudited) Quarter ended December 31, Year ended December 31, ($ in thousands) 2009 2008 2009 2008 Operating loss, as reported 7,130 $ (155,630) $ 49,910 $ (69,340) $ Special Items to consider in evaluating quality of earnings: Goodwill and indefinite-lived intangible asset impairment charges - $ (166,610) $ - $ (166,610) $ Impairment of property and equipment. - (500) - (500) Severance and business restructuring costs (1,740) (2,010) (13,490) (4,910) Estimated future unrecoverable lease obligations (5,250) - (5,250) - Fees incurred under advisory services agreement (2,890) - (2,890) - Total Special Items (9,880) $ (169,120) $ (21,630) $ (172,020) $ Excluding Special Items, operating profit from continuing operations would have been 17,010 $ 13,490 $ 71,540 $ 102,680 $ Quarter ended December 31, Year ended December 31, ($ in thousands) 2009 2008 2009 2008 Adjusted EBITDA from continuing operations, as reported 17,320 $ 26,260 $ 118,950 $ 139,300 $ Special Items to consider in evaluating quality of earnings: Severance and business restructuring costs (1,350) $ (2,010) $ (10,870) $ (4,910) $ Estimated future unrecoverable lease obligations (5,250) - (5,250) - Fees incurred under advisory services agreement (2,890) - (2,890) - Special Items, excluding gain on extinguishment of debt (9,490) $ (2,010) $ (19,010) $ (4,910) $ Excluding Special Items except gain on extinguishment of debt, Adjusted EBITDA from continuing operations would have been 26,810 $ 28,270 $ 137,960 $ 144,210 $ Gross gain on extinguishment of debt - 3,880 29,390 3,880 Excluding Special Items and gain on extinguishment of debt, Adjusted EBITDA from continuing operations would have been. 26,810 $ 24,390 $ 108,570 $ 140,330 $ 

 


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36 Company and Business Segment Financial Information – Cont. Ops (Unaudited, $ in thousands) Quarter ended 2009 2008 2009 2008 Packaging Net sales 38,930 $ 32,420 $ 145,060 $ 161,330 $ Operating profit (loss) 9,660 $ (57,730) $ 33,050 $ (31,200) $ Adjusted EBITDA 12,970 $ 8,610 $ 45,730 $ 45,030 $ Special Items to consider in evaluating operating profit (loss): - Non-cash goodwill and indefinite-lived asset impairment - $ (62,490) $ - $ (62,490) $ - Severance and business restructuring costs (110) $ - $ (590) $ (410) $ Excluding Special Items, operating profit would have been: 9,770 $ 4,760 $ 33,640 $ 31,700 $ Special Items to consider in evaluating Adjusted EBITDA: - Severance and business restructuring costs (110) $ - $ (590) $ (410) $ Excluding Special Items, Adjusted EBITDA would have been: 13,080 $ 8,610 $ 46,320 $ 45,440 $ Energy Net sales 37,670 $ 56,360 $ 148,930 $ 213,750 $ Operating profit 3,740 $ 8,070 $ 12,780 $ 32,740 $ Adjusted EBITDA 4,140 $ 8,760 $ 15,870 $ 35,430 $ Special Items to consider in evaluating operating profit and Adjusted EBITDA: - Severance and business restructuring costs (340) $ - $ (570) $ (320) $ Excluding Special Items, operating profit would have been: 3,730 $ 8,070 $ 13,350 $ 33,060 $ Excluding Special Items, Adjusted EBITDA would have been: 4,480 $ 8,760 $ 16,440 $ 35,750 $ Aerospace & Defense Net sales 17,890 $ 29,530 $ 74,420 $ 95,300 $ Operating profit 3,360 $ 9,620 $ 21,770 $ 31,850 $ Adjusted EBITDA 3,850 $ 10,250 $ 24,030 $ 33,810 $ Special Items to consider in evaluating operating profit and Adjusted EBITDA: - Severance and business restructuring costs (40) $ - $ (180) $ (130) $ Excluding Special Items, operating profit would have been: 3,400 $ 9,620 $ 21,950 $ 31,980 $ Excluding Special Items, Adjusted EBITDA would have been: 3,890 $ 10,250 $ 24,210 $ 33,940 $ Engineered Components Net sales 13,720 $ 22,390 $ 62,290 $ 119,050 $ Operating profit (loss) 1,320 $ (18,270) $ 2,960 $ (5,140) $ Adjusted EBITDA 2,090 $ 1,640 $ 5,990 $ 17,000 $ Special Items to consider in evaluating operating profit (loss): - Non-cash goodwill and indefinite-lived asset impairment - $ (19,180) $ - $ (19,180) $ - Severance and business restructuring costs - $ - $ (370) $ (230) $ Excluding Special Items, operating profit would have been: 1,320 $ 910 $ 3,330 $ 14,270 $ Special Items to consider in evaluating Adjusted EBITDA: - Severance and business restructuring costs - $ - $ (370) $ (230) $ Excluding Special Items, Adjusted EBITDA would have been: 2,090 $ 1,640 $ 6,360 $ 17,230 $ December 31, December 31, TriMas Corporation Company and Business Segment Financial Information Continuing Operations Year Ended

 


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37 Company and Business Segment Financial Information – Cont. Ops (cont.) (Unaudited, $ in thousands) Quarter ended Year Ended 2009 2008 2009 2008 Cequent Net sales 82,880 $ 71,460 $ 372,950 $ 424,390 $ Operating profit (loss) (1,930) $ (93,360) $ 4,830 $ (75,430) $ Adjusted EBITDA 3,580 $ (2,630) $ 25,280 $ 28,310 $ Special Items to consider in evaluating operating profit (loss): - Non-cash goodwill and indefinite-lived asset impairment - $ (84,940) $ - $ (84,940) $ - Estimated future unrecoverable lease obligations (5,250) $ - $ (5,250) $ - $ - Severance and business restructuring costs (1,250) $ (1,900) $ (8,840) $ (2,100) $ Excluding Special Items, operating profit (loss) would have been: 4,570 $ (6,520) $ 18,920 $ 11,610 $ Special Items to consider in evaluating Adjusted EBITDA: - Severance and business restructuring costs (6,120) $ (1,410) $ (11,470) $ (1,600) $ Excluding Special Items, Adjusted EBITDA would have been: 9,700 $ (1,220) $ 36,750 $ 29,910 $ Corporate Expenses Operating loss (8,680) $ (3,960) $ (25,480) $ (22,160) $ Adjusted EBITDA (9,310) $ (370) $ 2,050 $ (20,280) $ Special Items to consider in evaluating operating loss: - Severance and business restructuring costs (2,890) $ (610) $ (5,830) $ (2,220) $ Excluding Special Items, operating loss would have been: (5,790) $ (3,350) $ (19,650) $ (19,940) $ Special Items to consider in evaluating Adjusted EBITDA: - Severance and business restructuring costs (2,890) $ (610) $ (5,830) $ (2,220) $ - Gain on extinguishment of debt - $ 3,880 $ 29,390 $ 3,880 $ Excluding Special Items, Adjusted EBITDA would have been: (6,420) $ (3,640) $ (21,510) $ (21,940) $ Total Company Net sales 191,090 $ 212,160 $ 803,650 $ 1,013,820 $ Operating profit (loss) 7,130 $ (155,630) $ 49,910 $ (69,340) $ Adjusted EBITDA 17,320 $ 26,260 $ 118,950 $ 139,300 $ Total Special Items to consider in evaluating operating profit (loss): (9,880) $ (169,120) $ (21,630) $ (172,020) $ Excluding Special Items, operating profit would have been: 17,010 $ 13,490 $ 71,540 $ 102,680 $ Total Special Items to consider in evaluating Adjusted EBITDA: (9,500) $ 1,860 $ 10,380 $ (1,030) $ Excluding Special Items, Adjusted EBITDA would have been: 26,820 $ 24,400 $ 108,570 $ 140,330 $ TriMas Corporation Company and Business Segment Financial Information Continuing Operations December 31, December 31,

 


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38 ($ in thousands) LTM EBITDA as Defined in Credit Agreement Reported net loss for the twelve months ended December 31, 2009 (220) $ Interest expense, net (as defined) 45,720 Income tax benefit (520) Depreciation and amortization . 43,940 Extraordinary non-cash charges 3,270 Monitoring fees 2,890 Interest equivalent costs 1,530 Non-cash expenses related to equity grants. 1,370 Other non-cash expenses or losses 3,570 Non-recurring expenses or costs for cost savings projects 10,940 Debt extinguishment costs. 11,400 Negative EBITDA from discontinued operations 3,720 Permitted dispositions 12,130 Bank EBITDA - LTM Ended December 31, 2009 139,740 $