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8-K - 8-K - TRIMAS CORPa09-33130_18k.htm
EX-99.2 - EX-99.2 - TRIMAS CORPa09-33130_1ex99d2.htm

Exhibit 99.1

 

 

For more information, contact:

Sherry Lauderback

VP, Investor Relations & Communications

(248) 631-5506

sherrylauderback@trimascorp.com

 

TRIMAS CORPORATION REPORTS THIRD QUARTER 2009 RESULTS

Company Generated Free Cash Flow of $43.4 Million and

Reduced Debt by $22.0 Million During the Quarter

 

BLOOMFIELD HILLS, Michigan, November 9, 2009 — TriMas Corporation (NASDAQ: TRS) today announced financial results for the quarter ended September 30, 2009. The Company reported quarterly net sales from continuing operations of $203.7 million, a decrease of 21.9% from third quarter of 2008. Third quarter 2009 income from continuing operations decreased 19.2% from third quarter 2008 to $6.5 million, or $0.19 diluted earnings per share, including a ($0.05) per share impact of severance and business restructuring costs, identified as “Special Items,”(1) and a $0.02 per diluted share gain on extinguishment of debt. In comparison, third quarter 2008 income from continuing operations was $8.1 million, or $0.24 per diluted share, including a ($0.01) per share impact of severance and business restructuring costs. The Company reduced total indebtedness, including amounts outstanding under its receivables securitization facility, by $22.0 million compared to June 30, 2009 and by $101.4 million compared to September 30, 2008. The Company ended the third quarter with $24.8 million in cash.

 

TriMas Third Quarter Business Highlights

 

·                 Continued to execute its $30 million Profit Improvement Plan (PIP) ahead of schedule with over $9 million in cost reductions realized during the quarter.

·                 Improved operating profit margin (excluding the impact of Special Items) by 280 basis points compared to second quarter 2009 and by 50 basis points compared to third quarter 2008.

·                 In the Packaging segment, grew specialty dispensing and new product sales by approximately 40% compared to the third quarter of 2008. These products are designed for end markets such as pharmaceutical, medical, personal care and food/beverage.

·                 Continued to demonstrate improvements in Cequent with an increase in operating profit margin (excluding the impact of Special Items) of 560 basis points, compared to third quarter 2008.

·                 Launched a strategic sourcing initiative across the businesses to drive additional synergies and productivity.

 

“We are executing on our productivity, working capital and growth initiatives,” said David Wathen, TriMas President and Chief Executive Officer. “Compared to last quarter, we improved operating profit margin by 280 basis points on slightly lower revenues, decreased operating working capital by almost $23 million and generated over $43 million of free cash flow. Sales and end market demand are still down, but we are using this environment to make TriMas a permanently better business.”

 

“As we move forward, we will continue our focus on reducing costs and working capital in each business segment,” Wathen continued. “We remain focused on debt reduction and the protection of our liquidity. During the quarter, we reduced total indebtedness by $22 million and ended the quarter with almost $25 million in cash. While we are pleased with the progress we are making across these initiatives, there is more work to be done.”

 

“For the full year of 2009, we continue to anticipate revenue to be down 20% to 25% compared to 2008, consistent with our comments last quarter. We are allocating some resources to key growth initiatives aimed at expanding end markets and geographies. We are also beginning to see positive signs in some of our businesses, as our Packaging and Cequent segments project fourth quarter 2009 revenues close to fourth quarter 2008 levels.

 

1



 

These developments lead us to expect at least modest revenue gains for next year. We are, however, continuing to operate our company with the realization we are still in a time of economic uncertainty. We are committed to maintaining cushion on our bank covenants, delevering TriMas and ensuring liquidity for our future endeavors,” Wathen concluded.

 

Third Quarter Financial Results — From Continuing Operations

 

·                 TriMas reported third quarter net sales of $203.7 million, a decrease of 21.9% in comparison to $260.7 million in the third quarter 2008. Although several businesses benefited from new product introductions and new sales promotions, sales in all five segments declined in comparison to the prior year third quarter. The sales declines were primarily due to reductions in volume as a result of continued weak global economic activity and reduced consumer discretionary spending. Net sales were also negatively impacted by approximately $3.1 million due to unfavorable currency exchange.

 

·                 The Company reported operating profit of $20.2 million for the third quarter 2009, a decrease of 26.7% compared to operating profit of $27.5 million for the third quarter 2008. Despite this decline, which was driven by the decrease in sales, operating profit margin, excluding the impact of Special Items, would have increased from 10.8% of sales during the third quarter of 2008 to 11.3% of sales during the third quarter of 2009. This 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(2) for the third quarter 2009 decreased 14.2% to $31.9 million, as compared to $37.2 million in the third quarter 2008. Management’s actions, however, enabled the Company to achieve an increase in Adjusted EBITDA margin from 14.3% during the third quarter of 2008 to 15.7% during the third quarter of 2009.

 

·                 Income from continuing operations for the third quarter 2009 decreased 19.2% to $6.5 million, or $0.19 per diluted share, compared to income from continuing operations of $8.1 million, or $0.24 per diluted share, in the third quarter 2008. These results include the after-tax impact of Special Items of $1.8 million, or ($0.05) per diluted share, and gain on extinguishment of debt of $0.7 million, or $0.02 per diluted share, in the third quarter of 2009 and the after-tax impact of Special Items of $0.4 million, or ($0.01) per diluted share, in the third quarter of 2008.

 

·                 Free Cash Flow(2) for third quarter 2009 increased 85.3% to $43.4 million from $23.4 million during the third quarter of 2008, driven by improvements in net working capital resulting from reduced inventory and accounts receivables levels.

 

·                  The Company continued to focus on its Profit Improvement Plan (PIP) to achieve over $30 million in cost savings during 2009 and is on plan to exceed these cost savings. TriMas realized over $9 million in cost reductions and incurred approximately $2.9 million in cash and non-cash charges related to its PIP during the third quarter of 2009. The Company has substantially completed the elimination of the production and distribution functions in Mosinee, Wisconsin as of September 30, 2009, and expects to fully complete the move of these operations by December 31, 2009. The Company continues to pursue additional fixed and variable cost saving actions and productivity initiatives.

 

Financial Position

 

TriMas ended the quarter with cash of $24.8 million and $130.9 million of aggregate availability under its revolving credit and receivables securitization facilities. The Company reduced total indebtedness, including amounts outstanding under its receivables securitization facility, by $22.0 million during third quarter 2009, and by $101.4 million as compared to September 30, 2008. TriMas ended the quarter with reported total indebtedness of $525.4 million, with no amounts outstanding under its receivables securitization facility. During

 

2



 

the third quarter of 2009, the Company retired approximately $10.0 million face value of the Company’s senior subordinated notes in open market transactions for approximately $8.7 million.

 

The Company does not have any significant debt maturities under its credit agreement or subordinated notes until 2012.  As of September 30, 2009, the Company was in compliance with all debt covenants.

 

Business Segment Results — From Continuing Operations

 

Packaging — Sales for the third quarter decreased 8.4% compared to the year ago period, due primarily to a decline in industrial closure product sales resulting from the overall economic slowdown, partially offset by the growth in specialty dispensing product sales and the launch of other new products. Sales were also negatively impacted by the unfavorable effects of currency exchange. Despite the decrease in sales, operating profit for the quarter increased due to lower material costs and reduced selling, general and administrative costs associated with the Company’s cost reduction plans, partially offset by the decline in industrial product sales and the unfavorable effects of currency exchange. As a result of the cost reduction actions, operating profit as a percentage of sales improved approximately 400 basis points compared to the third quarter of 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 — Third quarter sales decreased 35.1% compared to the year ago period 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. 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 decreased as a result of lower sales volumes and related lower absorption of fixed costs, partially offset by reductions in discretionary spending. 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 third quarter decreased 34.6% compared to the year ago period due primarily to lower blind-bolt fastener sales resulting from program delays at commercial airframe manufacturers 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 period, due to the lack of cartridge case sales resulting from the ongoing relocation of the defense facility, partially offset by new product sales and revenue associated with managing the facility relocation and closure. Operating profit for the quarter decreased primarily due to lower sales volumes, partially offset by a more favorable product sales mix and reduced selling, general and administrative expenses. The Company continues to develop and market highly-engineered products for the aerospace market, as well as expand its offerings to military and defense customers.

 

Engineered Components — Third quarter sales declined 54.3% compared to the year ago period due to demand declines in the Company’s industrial cylinder, precision cutting tools and medical device businesses, primarily as a result of the current economic downturn. Sales in the specialty fittings business increased slightly due to new product offerings. Operating profit for the quarter decreased due to lower sales volumes and lower absorption of fixed costs, which were partially offset by reduced selling, general and administrative expenses. The Company continues to develop specialty products for growing end markets such as medical and expand its international sales efforts.

 

Cequent — Sales decreased 6.5% for the third quarter compared to the year ago period. The Company continued to experience weak, but improving, consumer demand for heavy-duty towing, trailer and electrical products, as a result of uncertain economic conditions and reductions in consumer discretionary spending, and the unfavorable

 

3



 

effects of currency exchange, partially offset by a slight increase in sales in the Australia/Asia Pacific business. Operating profit for the quarter improved as a result of cost reductions implemented as part of the Company’s Profit Improvement Plan, partially offset by lower sales volumes, unfavorable foreign currency exchange and lower absorption of fixed costs. Due to the cost reduction actions, operating profit as a percentage of sales also improved approximately 560 basis points compared to the third quarter of 2008. The segment was negatively impacted by $2.1 million in charges associated with the closure of its Mosinee, Wisconsin manufacturing facility and other business restructuring costs. The Company continues to aggressively reduce fixed costs, decrease working capital and leverage strong brand positions for increased market share.

 

For a complete schedule of Segment Sales and Operating Profit, including Special Items by segment, see page 7 of this release, “Company and Business Segment Financial Information — Continuing Operations.”

 


(1)             Appendix I details certain one-time 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

 

Conference Call Information

 

TriMas Corporation will host its third quarter 2009 earnings conference call today, Monday, November 9, 2009 at 11:00 a.m. EST. The call-in number is (866) 238-0637. Participants should request to be connected to the TriMas Corporation third quarter conference call (conference ID number 1403128). The presentation that will accompany the call will be available on the Company’s website at www.trimascorp.com prior to the call.

 

The conference call will also be web cast simultaneously on the Company’s website at www.trimascorp.com. A replay of the conference call will be available on the TriMas website or by dialing (866) 837-8032 (access code 1403128) beginning November 9th at 2:00 p.m. EST through November 16th 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 4,000 employees at 70 different facilities in 11 countries. For more information, visit www.trimascorp.com.

 

4



 

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

 

 

 

September 30,

 

December 31,

 

 

 

2009

 

2008

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

24,770

 

$

3,910

 

Receivables, net of reserves of approximately $6.0 million and $5.7 million as of September 30, 2009 and December 31, 2008, respectively

 

99,360

 

104,760

 

Inventories

 

141,830

 

188,950

 

Deferred income taxes

 

16,970

 

16,970

 

Prepaid expenses and other current assets

 

6,680

 

7,430

 

Assets of discontinued operations held for sale

 

2,700

 

26,200

 

Total current assets

 

292,310

 

348,220

 

Property and equipment, net

 

170,760

 

181,570

 

Goodwill

 

196,520

 

202,280

 

Other intangibles, net

 

168,700

 

178,880

 

Other assets

 

15,720

 

19,270

 

Total assets

 

$

844,010

 

$

930,220

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities, long-term debt

 

$

6,640

 

$

10,360

 

Accounts payable

 

79,650

 

111,810

 

Accrued liabilities

 

73,710

 

66,340

 

Liabilities of discontinued operations

 

1,240

 

1,340

 

Total current liabilities

 

161,240

 

189,850

 

Long-term debt

 

518,740

 

599,580

 

Deferred income taxes

 

45,680

 

51,650

 

Other long-term liabilities

 

44,610

 

34,240

 

Total liabilities

 

770,270

 

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: 33,578,324 shares at September 30, 2009 and 33,620,410 shares at December 31, 2008

 

330

 

330

 

Paid-in capital

 

527,330

 

527,000

 

Accumulated deficit

 

(499,020

)

(510,160

)

Accumulated other comprehensive income

 

45,100

 

37,730

 

Total shareholders’ equity

 

73,740

 

54,900

 

Total liabilities and shareholders’ equity

 

$

844,010

 

$

930,220

 

 

5



 

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

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

Net sales

 

$

203,730

 

$

260,730

 

$

615,090

 

$

808,160

 

Cost of sales

 

(146,300

)

(192,100

)

(462,210

)

(593,580

)

Gross profit

 

57,430

 

68,630

 

152,880

 

214,580

 

Selling, general and administrative expenses

 

(37,280

)

(41,160

)

(112,930

)

(128,740

)

Gain (loss) on dispositions of property and equipment

 

20

 

50

 

180

 

(160

)

Operating profit

 

20,170

 

27,520

 

40,130

 

85,680

 

Other income (expense), net:

 

 

 

 

 

 

 

 

 

Interest expense

 

(10,760

)

(13,570

)

(34,560

)

(42,160

)

Gain on extinguishment of debt

 

1,180

 

 

28,250

 

 

Other, net

 

(190

)

(480

)

(1,710

)

(3,010

)

Other income (expense), net

 

(9,770

)

(14,050

)

(8,020

)

(45,170

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before income tax expense

 

10,400

 

13,470

 

32,110

 

40,510

 

Income tax expense

 

(3,890

)

(5,410

)

(12,230

)

(15,150

)

Income from continuing operations

 

$

6,510

 

$

8,060

 

$

19,880

 

$

25,360

 

Income (loss) from discontinued operations, net of income tax benefit (expense)

 

(680

)

260

 

(8,740

)

280

 

Net income

 

$

5,830

 

$

8,320

 

$

11,140

 

$

25,640

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - basic:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.19

 

$

0.24

 

$

0.59

 

$

0.76

 

Discontinued operations, net of income taxes

 

(0.02

)

0.01

 

(0.26

)

0.01

 

Net income (loss) per share

 

$

0.17

 

$

0.25

 

$

0.33

 

$

0.77

 

Weighted average common shares - basic

 

33,496,634

 

33,420,560

 

33,480,747

 

33,413,214

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - diluted:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.19

 

$

0.24

 

$

0.59

 

$

0.76

 

Discontinued operations, net of income taxes

 

(0.02

)

0.01

 

(0.26

)

0.01

 

Net income (loss) per share

 

$

0.17

 

$

0.25

 

$

0.33

 

$

0.77

 

Weighted average common shares - diluted

 

34,007,846

 

33,469,027

 

33,752,210

 

33,441,448

 

 

6



 

TriMas Corporation
Company and Business Segment Financial Information

Continuing Operations
(Unaudited — dollars in thousands)

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

Packaging

 

 

 

 

 

 

 

 

 

Net sales

 

$

39,730

 

$

43,350

 

$

106,130

 

$

128,910

 

Operating profit

 

$

9,160

 

$

8,300

 

$

23,390

 

$

26,530

 

Operating profit as a % of sales

 

23.1

%

19.1

%

22.0

%

20.6

%

 

 

 

 

 

 

 

 

 

 

Special Items to consider in evaluating operating profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Severance and business restructuring costs

 

$

(480

)

$

(410

)

$

(480

)

$

(410

)

 

 

 

 

 

 

 

 

 

 

Excluding Special Items, operating profit would have been:

 

$

9,640

 

$

8,710

 

$

23,870

 

$

26,940

 

 

 

 

 

 

 

 

 

 

 

Energy

 

 

 

 

 

 

 

 

 

Net sales

 

$

36,000

 

$

55,430

 

$

111,260

 

$

157,390

 

Operating profit

 

$

3,200

 

$

8,170

 

$

9,380

 

$

24,670

 

Operating profit as a % of sales

 

8.9

%

14.7

%

8.4

%

15.7

%

 

 

 

 

 

 

 

 

 

 

Special Items to consider in evaluating operating profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Severance and business restructuring costs

 

$

(30

)

$

 

$

(240

)

$

(320

)

 

 

 

 

 

 

 

 

 

 

Excluding Special Items, operating profit would have been:

 

$

3,230

 

$

8,170

 

$

9,620

 

$

24,990

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense

 

 

 

 

 

 

 

 

 

Net sales

 

$

16,060

 

$

24,550

 

$

56,530

 

$

65,770

 

Operating profit

 

$

5,190

 

$

8,640

 

$

18,410

 

$

22,230

 

Operating profit as a % of sales

 

32.3

%

35.2

%

32.6

%

33.8

%

 

 

 

 

 

 

 

 

 

 

Special Items to consider in evaluating operating profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Severance and business restructuring costs

 

$

(10

)

$

 

$

(140

)

$

(130

)

 

 

 

 

 

 

 

 

 

 

Excluding Special Items, operating profit would have been:

 

$

5,200

 

$

8,640

 

$

18,550

 

$

22,360

 

 

 

 

 

 

 

 

 

 

 

Engineered Components

 

 

 

 

 

 

 

 

 

Net sales

 

$

15,860

 

$

34,690

 

$

51,100

 

$

103,160

 

Operating profit (loss)

 

$

(60

)

$

3,470

 

$

(1,010

)

$

12,520

 

Operating profit (loss) as a % of sales

 

-0.4

%

10.0

%

-2.0

%

12.1

%

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Severance and business restructuring costs

 

$

(210

)

$

(70

)

$

(380

)

$

(300

)

 

 

 

 

 

 

 

 

 

 

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

 

$

150

 

$

3,540

 

$

(630

)

$

12,820

 

 

 

 

 

 

 

 

 

 

 

Cequent

 

 

 

 

 

 

 

 

 

Net sales

 

$

96,080

 

$

102,710

 

$

290,070

 

$

352,930

 

Operating profit

 

$

7,220

 

$

4,000

 

$

6,760

 

$

17,930

 

Operating profit as a % of sales

 

7.5

%

3.9

%

2.3

%

5.1

%

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Severance and business restructuring costs

 

$

(2,130

)

$

(190

)

$

(7,580

)

$

(190

)

 

 

 

 

 

 

 

 

 

 

Excluding Special Items, operating profit would have been:

 

$

9,350

 

$

4,190

 

$

14,340

 

$

18,120

 

 

 

 

 

 

 

 

 

 

 

Corporate Expenses

 

$

(4,540

)

$

(5,060

)

$

(16,800

)

$

(18,200

)

Special Items to consider in evaluating corporate expenses:

 

 

 

 

 

 

 

 

 

- Severance and business restructuring costs

 

$

 

$

(40

)

$

(2,940

)

$

(1,620

)

 

 

 

 

 

 

 

 

 

 

Excluding Special Items, corporate expenses would have been:

 

$

(4,540

)

$

(5,020

)

$

(13,860

)

$

(16,580

)

 

 

 

 

 

 

 

 

 

 

Total Company

 

 

 

 

 

 

 

 

 

Net sales

 

$

203,730

 

$

260,730

 

$

615,090

 

$

808,160

 

Operating profit

 

$

20,170

 

$

27,520

 

$

40,130

 

$

85,680

 

Operating profit as a % of sales

 

9.9

%

10.6

%

6.5

%

10.6

%

 

 

 

 

 

 

 

 

 

 

Total Special Items to consider in evaluating operating profit:

 

$

(2,860

)

$

(710

)

$

(11,760

)

$

(2,970

)

 

 

 

 

 

 

 

 

 

 

Excluding Special Items, operating profit would have been:

 

$

23,030

 

$

28,230

 

$

51,890

 

$

88,650

 

 

 

 

 

 

 

 

 

 

 

Other Data:

 

 

 

 

 

 

 

 

 

- Depreciation and amortization

 

$

10,730

 

$

10,420

 

$

32,410

 

$

31,790

 

 

 

 

 

 

 

 

 

 

 

- Interest expense

 

$

10,760

 

$

13,570

 

$

34,560

 

$

42,160

 

 

 

 

 

 

 

 

 

 

 

- Gain on extinguishment of debt, net

 

$

1,180

 

$

 

$

28,250

 

$

 

 

 

 

 

 

 

 

 

 

 

- Other expense, net

 

$

190

 

$

480

 

$

1,710

 

$

3,010

 

 

7



 

Appendix I

 

TriMas Corporation

Additional Information Regarding Special Items Impacting

Reported GAAP Financial Measures

(Unaudited)

 

 

 

Three months ended

 

Three months ended

 

 

 

September 30, 2009

 

September 30, 2009

 

(dollars in thousands, except per share amounts)

 

Income

 

EPS

 

Income

 

EPS

 

 

 

 

 

 

 

 

 

 

 

Income and EPS from continuing operations, as reported

 

$

6,510

 

$

0.19

 

$

8,060

 

$

0.24

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Severance and business restructuring costs

 

(1,790

)

(0.05

)

(420

)

(0.01

)

 

 

 

 

 

 

 

 

 

 

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

 

$

8,300

 

$

0.24

 

$

8,480

 

$

0.25

 

 

 

 

 

 

 

 

 

 

 

After-tax impact of gain on extinguishment of debt

 

730

 

0.02

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

7,570

 

$

0.22

 

$

8,480

 

$

0.25

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding at September 30, 2009 and 2008

 

 

 

34,007,846

 

 

 

33,469,027

 

 

 

 

Nine months ended

 

Nine months ended

 

 

 

September 30, 2009

 

September 30, 2009

 

(dollars in thousands, except per share amounts)

 

Income

 

EPS

 

Income

 

EPS

 

 

 

 

 

 

 

 

 

 

 

Income and EPS from continuing operations, as reported

 

$

19,880

 

$

0.59

 

$

25,360

 

$

0.76

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Severance and business restructuring costs

 

(7,280

)

(0.22

)

(1,860

)

(0.06

)

 

 

 

 

 

 

 

 

 

 

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

 

$

27,160

 

$

0.81

 

$

27,220

 

$

0.82

 

 

 

 

 

 

 

 

 

 

 

After-tax impact of gain on extinguishment of debt

 

17,490

 

0.52

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

9,670

 

$

0.29

 

$

27,220

 

$

0.82

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding at September 30, 2009 and 2008

 

 

 

33,752,210

 

 

 

33,441,448

 

 

8



 

Appendix I (cont.)

 

TriMas Corporation

Additional Information Regarding Special Items Impacting

Reported GAAP Financial Measures

(Unaudited)

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

(dollars in thousands)

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Operating profit from continuing operations, as reported

 

$

20,170

 

$

27,520

 

$

40,130

 

$

85,680

 

 

 

 

 

 

 

 

 

 

 

Special Items to consider in evaluating quality of earnings:

 

 

 

 

 

 

 

 

 

Severance and business restructuring costs

 

$

(2,860

)

$

(710

)

$

(11,760

)

$

(2,970

)

 

 

 

 

 

 

 

 

 

 

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

 

$

23,030

 

$

28,230

 

$

51,890

 

$

88,650

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

(dollars in thousands)

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA from continuing operations, as reported

 

$

31,910

 

$

37,170

 

$

99,880

 

$

113,310

 

 

 

 

 

 

 

 

 

 

 

Special Items to consider in evaluating quality of earnings:

 

 

 

 

 

 

 

 

 

Severance and business restructuring costs

 

$

(2,290

)

$

(710

)

$

(9,530

)

$

(2,970

)

 

 

 

 

 

 

 

 

 

 

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

 

$

34,200

 

$

37,880

 

$

109,410

 

$

116,280

 

 

 

 

 

 

 

 

 

 

 

Gross gain on extinguishment of debt

 

$

1,330

 

$

 

$

29,390

 

$

 

 

 

 

 

 

 

 

 

 

 

Excluding Special Items and gain on extinguishment of debt, Adjusted EBITDA from continuing operations would have been

 

$

32,870

 

$

37,880

 

$

80,020

 

$

116,280

 

 

9



 

Appendix II

 

TriMas Corporation

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

(Unaudited)

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

(dollars in thousands)

 

2009

 

2008

 

2009

 

2008

 

Net income

 

$

5,830

 

$

8,320

 

$

11,140

 

$

25,640

 

Income tax expense

 

3,420

 

5,560

 

6,650

 

15,310

 

Interest expense

 

10,930

 

13,630

 

35,050

 

42,320

 

Debt extinguishment costs

 

150

 

 

1,140

 

 

Depreciation and amortization

 

10,580

 

10,740

 

33,410

 

32,440

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA, total company

 

30,910

 

38,250

 

87,390

 

115,710

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA, discontinued operations

 

(1,000

)

1,080

 

(12,490

)

2,400

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA, continuing operations

 

$

31,910

 

$

37,170

 

$

99,880

 

$

113,310

 

Special Items

 

2,290

 

710

 

9,530

 

2,970

 

Non-cash gross gain on extinguishment of debt

 

(1,330

)

 

(29,390

)

 

Cash interest

 

(3,630

)

(5,140

)

(25,460

)

(32,240

)

Cash taxes

 

(2,420

)

(1,130

)

(6,730

)

(6,460

)

Capital expenditures

 

(4,430

)

(6,460

)

(10,850

)

(19,630

)

Changes in operating working capital

 

22,740

 

(2,440

)

43,840

 

(15,070

)

Free Cash Flow from operations before Special Items

 

45,130

 

22,710

 

80,820

 

42,880

 

Cash paid for Special Items

 

(2,460

)

(1,240

)

(6,910

)

(1,590

)

Net proceeds from sale of business and other assets

 

680

 

1,920

 

23,100

 

2,260

 

Free Cash Flow

 

$

43,350

 

$

23,390

 

$

97,010

 

$

43,550

 

 


(1)       The Company defines Adjusted EBITDA as net income (loss) before cumulative effect of accounting change, interest, taxes, depreciation, amortization, non-cash asset and goodwill impairment 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, changes in operating working capital and non-cash (gains) losses on debt extinguishment. 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.

 

###

 

10