TriMas
:
Apr 29, 2010

TriMas Corporation Reports First Quarter 2010 Results

BLOOMFIELD HILLS, Mich., April 29, 2010 /PRNewswire via COMTEX News Network/ -- TriMas Corporation (Nasdaq: TRS) today announced financial results for the quarter ended March 31, 2010. The Company reported quarterly net sales from continuing operations of $220.1 million, an increase of 9.1% from first quarter 2009. First quarter 2010 income from continuing operations was $5.8 million, a 24.5% improvement from $4.6 million in first quarter 2009. The Company reported first quarter 2010 diluted earnings per share from continuing operations of $0.17, as compared to $0.14 during first quarter 2009. Excluding Special Items(1), first quarter 2009 loss from continuing operations would have been $0.7 million, or ($0.01) per share.

TriMas Highlights

  • Reported 9.1% sales growth in first quarter 2010, as compared to first quarter 2009, led by the Packaging, Energy and Cequent segments.
  • Improved income and earnings per share from continuing operations from a loss of $0.7 million, or ($0.01) per share, in first quarter 2009 to $5.8 million, or $0.17 per share, in first quarter 2010, excluding the impact of Special Items.
  • Improved first quarter operating profit margin (excluding the impact of Special Items) by 550 basis points as compared to first quarter 2009.
  • Reduced operating working capital as a percentage of sales from 21.4% in first quarter 2009 to 16.3% in first quarter 2010.
  • Completed the sale of the Company's non-core real estate located in Los Angeles, California for approximately $13 million in April 2010. The Company expects to recognize a pre-tax gain on sale of approximately $10 million in second quarter 2010 which will be included in discontinued operations.

"We are pleased to report a notable improvement in sales and profitability in the first quarter of 2010," said David Wathen, TriMas President and Chief Executive Officer. "These results reflect the positive impact of our fixed cost structure reductions and ongoing growth and productivity initiatives, as well as a rebound in several key end markets. While sales improved 9% compared to the first quarter of 2009, operating profit improved by 110%, excluding Special Items, resulting in an operating profit margin increase of 550 basis points as compared to first quarter 2009."

Wathen continued, "Our strategy to aggressively manage our cost structure, while continuing to fund our key growth initiatives, created a solid foundation for 2010 and beyond, and positions us to serve our customers well as their businesses return to more normalized demand levels with an improving economy. Our Packaging, Energy and Cequent segments are leading the sales improvement, with sales growth of 44%, 9% and 7%, respectively. We believe we are now positioned to take advantage of our operating leverage, and we are focused on revenue and earnings per share growth and driving higher returns on capital."

"Based on these results and the current outlook, we are raising our 2010 earnings expectations. We now expect 2010 diluted earnings per share (EPS) from continuing operations, excluding Special Items, to range from $0.65 to $0.75 per share, an increase from our previous guidance of greater than $0.60 per share. We are committed to driving improved results and increasing shareholder value in 2010," Wathen concluded.

First Quarter Results - From Continuing Operations

  • TriMas reported first quarter net sales of $220.1 million, an increase of 9.1% in comparison to $201.7 million in first quarter 2009. Sales increased in the Packaging, Energy, Engineered Components and Cequent segments. Sales in the Aerospace & Defense segment declined, primarily due to inventory reductions at distributors. First quarter 2010 net sales were favorably impacted by approximately $6.6 million as a result of currency exchange.
  • The Company reported operating profit of $25.1 million in first quarter 2010, as compared to operating profit of $5.2 million during first quarter 2009. Excluding the impact of Special Items, operating profit would have improved 110%, from $12.0 million in first quarter 2009 to $25.1 million in first quarter 2010, which represents an increase in operating profit margin of 550 basis points.
  • Adjusted EBITDA(2) for first quarter 2010 increased to $34.1 million, as compared to $30.4 million in first quarter 2009. Excluding the impact of Special Items, Adjusted EBITDA would have increased 63.6%, from $20.9 million in first quarter 2009 to $34.1 million in first quarter 2010, with Adjusted EBITDA margins improving 520 basis points.
  • Income from continuing operations for first quarter 2010 increased 24.5% to $5.8 million, or $0.17 per diluted share, compared to income from continuing operations of $4.6 million, or $0.14 per diluted share, in the first quarter 2009. Excluding the impact of Special Items, first quarter 2010 income from continuing operations would have improved $6.5 million to $5.8 million, as compared to a first quarter 2009 loss of $0.7 million, or ($0.01) per share. The Company's tax provision in first quarter 2010 included approximately $1.0 million in higher tax expense impacted by certain Subpart F exceptions related to controlled foreign subsidiaries under U.S. tax legislation that recently expired. The Company expects to incur an additional $0.2 million of tax expense each quarter during 2010 should the legislation not be renewed.
  • The Company reported a first quarter 2010 use of Free Cash Flow(1) of $3.5 million, in line with management's expectations. Operating working capital as a percentage of sales declined from 21.4% in first quarter 2009 to 16.3% in first quarter 2010, notwithstanding the impact of increased receivables related to sales growth.

Financial Position

TriMas ended first quarter 2010 with cash of $6.6 million and $150.5 million of aggregate availability under its revolving credit and accounts receivable facilities. TriMas reported total indebtedness of $518.5 million as of March 31, 2010, as compared to $585.2 million as of March 31, 2009 and $514.6 million as of December 31, 2009.

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

Packaging - Sales for the first quarter increased 44.1% compared to the year ago period due to growth in specialty dispensing and other new products, as well as an increase in industrial closure product sales and the impact of favorable currency exchange. Operating profit for the quarter increased 119.6% due to increased sales volumes, lower material costs associated with the Company's productivity initiatives and reduced selling, general and administrative costs. As a result, first quarter 2010 operating profit margin improved by approximately 930 basis points compared to first quarter 2009. 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 - First quarter sales increased 9.0% compared to the year ago period, due primarily to higher sales of specialty gaskets and related fastening hardware as a result of improved levels of turn-around activity at petrochemical refineries and increased demand from the chemical industry. Sales in the Energy segment were also positively impacted due to improved demand for engines, other well-site content and compression products. Operating profit and margins for the quarter increased as a result of the higher sales volumes and reductions in selling, general and administrative costs. The Company continues to launch new well-site and compression products to complement its engine business, while continuing to expand its sales and service branch network for the specialty gasket business, in anticipation of continued improvements in underlying demand in these businesses' end markets.

Aerospace & Defense - Sales for the first quarter decreased 23.1% compared to the year ago period due primarily to lower blind-bolt fastener sales resulting from consolidation of, and inventory reductions at, distribution customers. Sales in the defense business were also lower compared to the year ago period, as the Company has ceased production of cartridge cases due to the relocation of the defense facility. These decreases were partially offset by increased revenue associated with managing the facility closure and relocation. Operating profit for the quarter decreased primarily due to lower sales volumes and the lower absorption of fixed costs. Despite the sales decline, the Company continues to invest in this high-profit segment by developing and marketing highly-engineered products for the aerospace market, as well as expanding its offerings to military and defense customers.

Engineered Components - First quarter sales increased 1.9% compared to the year ago period due to improved demand in the specialty fittings and precision cutting tools businesses, partially offset by lower sales in the Company's industrial cylinder business, primarily as a result of continued low levels of demand due to the industrial downturn. Management noted that the industrial cylinder business has experienced improvements in sales volumes on a sequential quarterly basis. Operating profit for the quarter improved with margins increasing 670 basis points compared to first quarter 2009 due to the Company's productivity initiatives. The Company continues to develop new products and expand its international sales efforts.

Cequent - Sales for the first quarter increased 6.8% compared to the year ago period, resulting from increased sales in the Australian/Asia Pacific and North American towing, trailer and electrical products businesses, and the favorable impact of currency exchange, partially offset by a decline in sales in the retail business. Due to cost reduction actions and improved sales levels, operating profit margin improved over 840 basis points compared to first quarter 2009. The Company continues to aggressively reduce fixed costs, decrease working capital and leverage strong brand positions for increased market share.

Results of Discontinued Operations

The results of discontinued operations consist of the Company's former Compac business, which was sold in February 2009 for $21 million cash proceeds, its non-core real estate property management business in California, which was sold in April 2010 for $13 million cash proceeds and its medical device business. During first quarter 2009, upon completion of the Compac sale, the Company recorded a $10.7 million pre-tax charge for estimated future lease obligations on the facility. The Company expects to record a pre-tax gain of approximately $10 million in second quarter 2010 as a result of the sale of the property management business.

Outlook

The Company raised its outlook for full-year 2010 diluted earnings per share (EPS) from continuing operations to $0.65 to $0.75 per share, as compared to $0.43 per share in 2009, excluding Special Items in both periods. The Company previously provided an outlook for 2010 EPS to exceed $0.60 per share. The Company also raised its 2010 sales outlook from an increase of 4% to 7% to a range of 5% to 9% compared to 2009. In addition, the Company expects its 2010 operating profit margin to improve by 80 to 120 basis points compared to 2009, excluding Special Items. The Company increased its Free Cash Flow outlook from more than $30 million to a range of $40 to $45 million, including the cash proceeds related to the sale of its non-core California real estate.

  • 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.
  • 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.
  • 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 first quarter 2010 earnings conference call today, Thursday, April 29, 2010 at 10:00 a.m. EDT. The call-in number is (866) 871-4878. Participants should request to be connected to the TriMas Corporation first quarter 2010 earnings conference call (Conference ID # 1450908). The conference call will also be simultaneously webcast via TriMas' website at www.trimascorp.com, under the "Investors" section, with an accompanying slide presentation.

    A replay of the conference call will be available on the TriMas website or by dialing (866) 837-8032 (Access Code # 1450908) beginning April 29th at 2:00 p.m. EDT through May 6th at 11:59 p.m. EDT.

    Cautionary Notice Regarding Forward-looking Statements

    Any "forward-looking" statements contained herein, including those relating to market conditions or the Company's financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company's business and industry, the Company's substantial leverage, liabilities imposed by the Company's debt instruments, market demand, competitive factors, the Company's ability to maintain compliance with the listing requirements of NASDAQ, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Company's accounting policies, future trends, and other risks which are detailed in the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2009, 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 more than 60 different facilities in 11 countries. For more information, visit www.trimascorp.com.

    
    
    
        For more information, contact:
        Sherry Lauderback
        VP, Investor Relations & Communications
        (248) 631-5506
        sherrylauderback@trimascorp.com
    
    
    
                            TriMas Corporation
                   Condensed Consolidated Balance Sheet
                    (Unaudited - dollars in thousands)
    
    
                                           March 31,      December 31,
                                                 2010             2009
                                                 ----             ----
                     Assets
        Current assets:
          Cash and cash equivalents            $6,630           $9,480
          Receivables, net of reserves        128,650           93,380
          Inventories                         135,730          141,840
          Deferred income taxes                24,320           24,320
          Prepaid expenses and other
           current assets                       6,420            6,500
          Assets of discontinued
           operations held for sale             4,070            4,250
                                                -----            -----
            Total current assets              305,820          279,770
        Property and equipment, net           157,430          162,220
        Goodwill                              194,120          196,330
        Other intangibles, net                161,410          164,080
        Other assets                           23,170           23,380
            Total assets                     $841,950         $825,780
                                             ========         ========
    
          Liabilities and Shareholders'
                      Equity
        Current liabilities:
          Current maturities, long-term
           debt                               $12,720          $16,190
          Accounts payable                    103,150           92,840
          Accrued liabilities                  63,670           65,750
          Liabilities of discontinued
           operations                           1,040            1,070
                                                -----            -----
            Total current liabilities         180,580          175,850
        Long-term debt                        505,800          498,360
        Deferred income taxes                  43,790           42,590
        Other long-term liabilities            46,190           47,000
            Total liabilities                 776,360          763,800
                                              -------          -------
            Total shareholders' equity         65,590           61,980
                                               ------           ------
            Total liabilities and
             shareholders' equity            $841,950         $825,780
                                             ========         ========
    
    
    
                             TriMas Corporation
                    Consolidated Statement of Operations
        (Unaudited - dollars in thousands, except for share amounts)
    
    
                                               Three months ended
                                                    March 31,
                                                    ---------
                                                2010            2009
                                                ----            ----
        Net sales                           $220,060        $201,720
        Cost of sales                       (157,000)       (155,260)
                                            --------        --------
          Gross profit                        63,060          46,460
        Selling, general and
         administrative expenses             (37,700)        (41,300)
        Gain (loss) on dispositions of
         property and
          equipment                             (310)             40
          Operating profit                    25,050           5,200
                                              ------           -----
        Other income (expense), net:
          Interest expense                   (14,140)        (12,480)
          Gain on extinguishment of debt           -          15,310
          Other, net                            (510)           (700)
            Other income (expense), net      (14,650)          2,130
                                             -------           -----
    
        Income from continuing
         operations before
          income tax expense                  10,400           7,330
        Income tax expense                    (4,650)         (2,710)
                                              ------          ------
        Income from continuing
         operations                            5,750           4,620
        Loss from discontinued
         operations, net
          of income tax benefit                 (320)         (8,300)
                                                ----          ------
        Net income (loss)                     $5,430         $(3,680)
                                              ======         =======
    
        Earnings per share - basic:
            Continuing operations              $0.17           $0.14
            Discontinued operations, net
             of income
             tax benefit                       (0.01)          (0.25)
                                               -----           -----
    
            Net income (loss) per share        $0.16          $(0.11)
                                               =====          ======
    
        Weighted average common shares
         -basic                           33,569,677      33,459,502
                                          ==========      ==========
    
        Earnings per share - diluted:
            Continuing operations              $0.17           $0.14
            Discontinued operations, net
             of income
             tax benefit                       (0.01)          (0.25)
                                               -----           -----
    
            Net income (loss) per share        $0.16          $(0.11)
                                               =====          ======
    
        Weighted average common shares
         -diluted                         34,314,020      33,487,526
                                          ==========      ==========
    
    
    
                                  TriMas Corporation
                  Company and Business Segment Financial Information
                                Continuing Operations
                          (Unaudited - dollars in thousands)
    
    
    
                                                           Three months ended
                                                                March 31,
                                                                ---------
                                                            2010             2009
                                                            ----             ----
        Packaging
        Net sales                                        $43,600          $30,250
        Operating profit                                 $11,860           $5,400
        Adjusted EBITDA                                  $14,920           $8,640
    
        Special Items to consider in evaluating
         operating profit and
         Adjusted EBITDA:
          -Severance and business
           restructuring costs                                $-               $-
    
            Excluding Special Items, operating
             profit would have been:                     $11,860           $5,400
    
            Excluding Special Items, Adjusted
             EBITDA would have been:                     $14,920           $8,640
    
        Energy
        Net sales                                        $43,890          $40,270
        Operating profit                                  $5,180           $3,520
        Adjusted EBITDA                                   $5,900           $4,280
    
        Special Items to consider in evaluating
         operating profit and
         Adjusted EBITDA:
          -Severance and business
           restructuring costs                                $-            $(200)
    
            Excluding Special Items, operating
             profit would have been:                      $5,180           $3,720
    
            Excluding Special Items, Adjusted
             EBITDA would have been:                      $5,900           $4,480
    
        Aerospace & Defense
        Net sales                                        $17,080          $22,200
        Operating profit                                  $3,860           $6,810
        Adjusted EBITDA                                   $4,520           $7,410
    
        Special Items to consider in evaluating
         operating profit and
         Adjusted EBITDA:
          -Severance and business
           restructuring costs                                $-            $(110)
    
            Excluding Special Items, operating
             profit would have been:                      $3,860           $6,920
    
            Excluding Special Items, Adjusted
             EBITDA would have been:                      $4,520           $7,520
    
        Engineered Components
        Net sales                                        $18,910          $18,550
        Operating profit                                  $1,810             $380
        Adjusted EBITDA                                   $2,570           $1,120
    
        Special Items to consider in evaluating
         operating profit and
         Adjusted EBITDA:
          -Severance and business
           restructuring costs                                $-            $(160)
    
            Excluding Special Items, operating
             profit would have been:                      $1,810             $540
    
            Excluding Special Items, Adjusted
             EBITDA would have been:                      $2,570           $1,280
    
    
        Cequent
        Net sales                                        $96,580          $90,450
        Operating profit (loss)                           $8,120          $(3,350)
        Adjusted EBITDA                                  $12,120           $1,340
    
        Special Items to consider in
         evaluating operating profit (loss):
    
          -Severance and business
           restructuring costs                                $-          $(3,340)
    
            Excluding Special Items, operating
             profit (loss)                                $8,120             $(10)
             would have been:
    
        Special Items to consider in
         evaluating Adjusted EBITDA:
          -Severance and business
           restructuring costs                                $-          $(2,850)
    
            Excluding Special Items, Adjusted
             EBITDA                                      $12,120           $4,190
             would have been:
    
        Corporate Expenses
        Operating loss                                   $(5,780)         $(7,560)
        Adjusted EBITDA                                  $(5,900)          $7,630
    
        Special Items to consider in
         evaluating operating profit (loss):
    
          -Severance and business
           restructuring costs                                $-          $(2,940)
    
            Excluding Special Items, operating
             profit (loss)                               $(5,780)         $(4,620)
             would have been:
    
        Special Items to consider in
         evaluating Adjusted EBITDA:
          -Severance and business
           restructuring costs                                $-          $(2,940)
    
          - Gain on extinguishment of debt                    $-          $15,820
    
            Excluding Special Items, Adjusted
             EBITDA                                      $(5,900)         $(5,250)
             would have been:
    
        Total Company
        Net sales                                       $220,060         $201,720
        Operating profit                                 $25,050           $5,200
        Adjusted EBITDA                                  $34,130          $30,420
    
        Total Special Items to consider in
         evaluating operating profit                          $-          $(6,750)
          (loss):
    
            Excluding Special Items, operating
             profit (loss)                               $25,050          $11,950
             would have been:
    
        Total Special Items to consider in
         evaluating Adjusted EBITDA:                          $-           $9,560
    
            Excluding Special Items, Adjusted
             EBITDA would have been:                     $34,130          $20,860
    
    
    
        Appendix I
                                           TriMas Corporation
                        Additional Information Regarding Special Items Impacting
                                    Reported GAAP Financial Measures
                                               (Unaudited)
    
                                   Three months ended     Three months ended
                                     March 31, 2010         March 31, 2009
        (dollars in thousands,     Income         EPS     Income         EPS
         except per share amounts) ------         ---     ------         ---
    
        Income and EPS from
         continuing
         operations, as
         reported                  $5,750       $0.17     $4,620       $0.14
    
        After-tax impact of
         Special Items to
         consider in
         evaluating quality of
         income
          and EPS from
           continuing
           operations:
          Severance and business
           restructuring costs          -          -      (4,200)      (0.13)
                                      ---        ---      ------       -----
    
           Excluding Special
            Items except gain
            (loss) on
            extinguishment of
            debt,
            income and EPS from
             continuing operations
             would have been       $5,750      $0.17      $8,820       $0.27
                                   ======      =====      ======       =====
    
          After-tax impact of
           gain on
           extinguishment of
           debt                         -          -       9,520        0.28
                                      ---        ---       -----        ----
    
        Excluding Total
         Special Items, income
         and EPS from
         continuing
           operations would have
            been                   $5,750      $0.17       $(700)     $(0.01)
                                   ======      =====       =====      ======
    
          Weighted-average
           shares outstanding at
           March 31, 2010 and
           2009                           34,314,020         33,487,526
                                          ==========         ==========
    
                                               Three months ended
                                                    March 31,
                                                    ---------
    
        (dollars in thousands)                        2010                2009
                                                      ----                ----
    
        Operating profit from
         continuing operations,                    $25,050              $5,200
          as reported
    
        Special Items to consider in
         evaluating
          quality of earnings:
          Severance and business
           restructuring costs                          $-             $(6,750)
    
        Excluding Special Items,
         operating profit from
          continuing operations would
           have been                               $25,050             $11,950
                                                   =======             =======
    
    
                                                    Three months ended
                                                         March 31,
                                                         ---------
        (dollars in thousands)                        2010                2009
                                                      ----                ----
    
        Adjusted EBITDA from continuing
         operations,                               $34,130             $30,420
          as reported
    
        Special Items to consider in
         evaluating
          quality of earnings:
          Severance and business
           restructuring costs                          $-             $(6,260)
    
           Excluding Special Items except
            gain (loss)
            on extinguishment of debt,
            Adjusted EBITDA from continuing        $34,130             $36,680
              operations would have been           =======             =======
    
          Gross gain on extinguishment of
           debt                                         $-             $15,820
                                                       ---             -------
    
        Excluding Total Special Items,
         Adjusted
         EBITDA from continuing
           operations would have been              $34,130             $20,860
                                                   =======             =======
    
    
    
    
        Appendix II
                                 TriMas Corporation
        Reconciliation of Non-GAAP Measure Adjusted EBITDA(1) and Free Cash
                                       Flow(2)
                                     (Unaudited)
    
    
                                                  Three months ended
                                                      March 31,
                                                      ---------
        (dollars in thousands)                      2010              2009
                                                    ----              ----
        Net income (loss)                         $5,430           $(3,680)
        Income tax expense                         4,470            (2,490)
        Interest expense                          14,290            12,530
        Debt extinguishment costs                      -               510
        Depreciation and amortization              9,610            11,760
                                                   -----            ------
    
        Adjusted EBITDA, total company            33,800            18,630
    
        Adjusted EBITDA, discontinued
         operations                                 (330)          (11,790)
    
        Adjusted EBITDA, continuing
         operations                              $34,130           $30,420
        Special Items                                  -             6,260
        Non-cash gross gain on
         extinguishment of debt                        -           (15,820)
        Cash interest                             (5,250)           (4,770)
        Cash taxes                                (1,250)           (2,440)
        Capital expenditures                      (2,590)           (3,250)
        Changes in operating working
         capital                                 (27,340)            2,280
                                                 -------             -----
        Free Cash Flow from operations
         before Special                           (2,300)           12,680
          Items
        Cash paid for Special Items               (1,180)           (2,420)
        Net proceeds from sale of
         business and other                           30            20,680
          assets                                     ---            ------
        Free Cash Flow                           $(3,450)          $30,940
    
    
    
        (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.
    
    
    

    SOURCE TriMas Corporation

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