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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
August 11, 2004
Date of Report (Date of earliest event reported)
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-100351 38-2687639
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
39400 Woodward Ave., Ste. 130
Bloomfield Hills, MI 48304
(Address of principal executive offices)
(248) 631-5450
(Registrant's telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 7. Exhibits.
(c) Exhibits. The following exhibit is filed herewith:
Exhibit No. Description
99.1 TriMas Corporation (the "Company") visual presentation
titled "Second Quarter 2004 Earnings Review," available
at http://www.trimascorp.com.
99.2 Press Release
Item 12. Results of Operations and Financial Condition.
The Company's only public securityholders are holders of its 9 7/8% senior
subordinated notes due 2012. The Company issued a press release and held a
teleconference on August 11, 2004 reporting its financial results for the second
quarter and first six months for the fiscal year 2004. Audio replay of the
teleconference will be accessible for at least five business days from the date
of the teleconference and a copy of the visual presentation that was used for
the teleconference has been available at www.trimascorp.com.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 17, 2004
TRIMAS CORPORATION
By: /s/ Benson K. Woo
-------------------------------------
Name: Benson K. Woo
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit 99.1 Presentation Materials
Exhibit 99.2 Press Release
-3-
Exhibit 99.1
[Slide 1]
TriMas Corporation Logo
A Heartland Industrial Partners' Company
Second Quarter 2004 Earnings Review Conference Call
August 11, 2004
[Slide 2]
Safe Harbor Statement:
This document contains "forward-looking" statements, as that term is defined by
the federal securities laws, about our financial condition, results of
operations and business. Forward-looking statements include certain anticipated,
believed, planned, forecasted, expected, targeted and estimated results along
with TriMas' outlook concerning future results. The words "estimates,"
"expects," "anticipates," "projects," "plans," "intends," "believes,"
"forecasts," or future or conditional verbs, such as "will," "should," "could,"
or "may," and variations of such words or similar expressions are intended to
identify forward-looking statements. All forward-looking statements, including,
without limitation, management's examination of historical operating trends and
data are based upon our current expectations and various assumptions. Our
expectations, beliefs and projections are expressed in good faith and we believe
there is a reasonable basis for them. However, there can be no assurance that
management's expectations, beliefs and projections will be achieved. These
forward-looking statements are subject to numerous assumptions, risks and
uncertainties and accordingly, actual results may differ materially from those
expressed or implied by the forward-looking statements. We caution readers not
to place undue reliance on the statements, which speak only as of the date of
this document. The cautionary statements set forth above should be considered in
connection with any subsequent written or oral forward-looking statements that
we or persons acting on our behalf may issue. We do not undertake any obligation
to review or confirm analysts' expectations or estimates or to release publicly
any revisions to any forward-looking statements to reflect events or
circumstances after the date of this document or to reflect the occurrence of
unanticipated events. Risks and uncertainties that could cause actual results to
vary materially from those anticipated in the forward-looking statements
included in this document include general economic conditions in the markets in
which we operate and industry-based factors such as: technological developments
that could competitively disadvantage us, increases in our raw material, energy,
and healthcare costs, our dependence on key individuals and relationships,
exposure to product liability, recall and warranty claims, compliance with
environmental and other regulations, and competition within our industries. In
addition, factors more specific to us could cause actual results to vary
materially from those anticipated in the forward-looking statements included in
this document such as our substantial leverage, limitations imposed by our debt
instruments, our ability to successfully pursue our stated growth strategies and
opportunities, including our ability to identify attractive and other strategic
acquisition opportunities and to successfully integrate acquired businesses and
complete actions we have identified as providing cost-saving opportunities.
[Slide 3]
Agenda
o 2004 Second Quarter Financial Highlights
o 2004 Second Quarter Operating Highlights
o 2004 Second Quarter Financial Performance
o TriMas Capitalization
o 2004 Key Performance Drivers
o Q&A
o Appendix
[Slide 4]
2004 Second Quarter Financial Highlights
o TriMas had sales of $284.2 million, representing an increase of $34.0
million or 13.6% over 2003.
o Second quarter net income was $10.3 million, or $0.51 per share,
representing a significant improvement over 2003 second quarter's net
loss of $1.4 million, or $(0.07) per share.
o Operating profit increased $16.5 million to $33.0 million and
approximated 11.6% of sales.
o Total Company Adjusted EBITDA increased $8.2 million to $42.9 million,
or 23.6% compared to a year ago.
o Earnings reflect the absorption of $5.4 million in costs from direct
and indirect steel-related issues.
o TriMas ended the quarter with $759.8 million of debt and borrowings on
its receivables securitization facility of $48.3 million, reflecting
the Company's sales growth and investment in working capital.
o The Company's bank LTM EBITDA was $160.1 million which supports our
lending ratios:
- The Company's leverage ratio was 5.05x vs. the leverage covenant
of 5.50x.
- The interest coverage ratio was 2.59x vs. the interest coverage
covenant of 2.25x.
o TriMas had $5.8 million in cash at quarter end.
[Slide 5]
2004 Second Quarter Operating Highlights
During the second quarter, TriMas realized the benefits of continuing overall
macro-economic expansion and operational initiatives.
o Cequent Transportation Accessories
- Net sales for the quarter improved to $150.6 million, a 19.5%
increase from the prior year.
- Operating profit improved to $25.0 million, an increase of 72.4%,
while Segment Adjusted EBITDA was $29.9 million, an increase of
53.3% compared to the prior year.
- Initial strong order activity in all channels; late quarter
slowing in installer and WD channels
- Continued order fill improvements in retail, installer and WD
channels
- Goshen, IN and Reynosa, Mexico performance step-change continues
- Inventory build in all channels - steel price and distribution
optimism drivers
- New product introductions on plan
- Trailer Products' integration & Wausau closure complete; Mosinee,
WI and Juarez, Mexico performance improvements continue
-2-
- Distribution restructuring on track; South Bend, IN distribution
center now in commercial mode
- Oakville, Ontario manufacturing closure announced; distribution
consolidation planning underway
- Cequent's strategic value proposition continues to have great
support across all channels served
[Slide 6]
2004 Second Quarter Operating Highlights
o Rieke Packaging Systems
- Net sales for the quarter were $34.7 million, up 4.8% compared to
the prior year. Adjusted for a one-time government order in
Q2-03, revenues increased by 8%.
o Core products sales volume increased by 4.0% while new product
revenues were up 62% in the month of June.
- Segment Adjusted EBITDA was $11.6 million, an improvement of
12.6% compared to the prior year.
- Operating income increased to $9.3 million from $8.4 million.
- Customer commitments in Q2-04 for new products introduced in 2004
total $3.2 million on FRR.
- Currently working on incremental revenue projects for Hamilton
and China facilities totaling $19 million FRR.
- Segment Adjusted EBITDA margins improved to 33.4% from 31.1%
despite absorbing steel price increases.
o Fastening Systems
- Net sales for the quarter were $37.0 million, flat compared to
the prior year.
- Improved demand for aerospace fasteners, mainly in military and
commercial aircraft spending, resulted in a 14.6% increase in
year-over-year second quarter sales at Monogram.
- Industrial fastening demand remains very strong due to Class 8
truck and off-road/agricultural machinery.
- Steel availability and cost increases negatively impacted results
in Q2 by about $2.4 million. Industrial fasteners unshipped order
backlog increased to $5.0 million. Steel issues are expected to
remain critical during the second half.
- Lakewood, OH closure is scheduled for the end of Q3.
[Slide 7]
2004 Second Quarter Operating Highlights
o Industrial Specialties
- Net sales for the quarter were $61.9 million, an increase of
13.4% over the prior year second quarter.
- Strong revenue growth continues across all SBU's, mainly driven
by economic expansion and market share gains.
- Lamons is benefiting from very strong increase in demand (+30%)
at Exxon and the continuation of a new Dow contract.
-3-
- Compac consolidation is progressing well. All office activity and
half of the machinery have been relocated, and remaining
equipment is on schedule for completion in Q4.
-4-
[Slide 8]
($ in millions)
Three Months Ended June 30 Six Months Ended June 30
Net Sales 2004 2003 Variance 2004 2003 Variance
- --------- ---- ---- -------- ---- ---- --------
Cequent Transportation Accessories... $ 150.6 $ 126.0 19.5% $ 280.1 $ 224.8 24.6%
Rieke Packaging Systems.............. $ 34.7 $ 33.1 4.8% $ 65.1 $ 63.4 2.7%
Fastening Systems.................... $ 37.0 $ 36.5 1.4% $ 75.6 $ 71.5 5.7%
Industrial Specialties............... $ 61.9 $ 54.6 13.4% $ 124.3 $ 108.4 14.7%
---------- ---------- --------- ---------- ---------- ---------
Total Net Sales................... $ 284.2 $ 250.2 13.6% $ 545.1 $ 468.1 16.4%
Adjusted EBITDA (1)
Cequent Transportation Accessories... $ 29.9 $ 19.5 53.3% $ 48.6 $ 31.9 52.4%
Rieke Packaging Systems.............. $ 11.6 $ 10.3 12.6% $ 20.1 $ 19.8 1.5%
Fastening Systems.................... $ (1.2) $ 1.3 N/A $ (1.1) $ 5.0 N/A
Industrial Specialties............... $ 8.6 $ 7.6 13.2% $ 18.1 $ 16.0 13.1%
---------- ---------- --------- ---------- ---------- ---------
Segment Adjusted EBITDA........... $ 48.9 $ 38.7 26.4% $ 85.7 $ 72.7 17.9%
% Margin....................... 17.2% 15.5% 1.7% 15.7% 15.5% 0.2%
Corporate operating expenses and
management fee.................... $ (5.3) $ (4.4) 20.5% $ (11.0) $ (8.8) 25.0%
Corporate other income (expense)..... $ (0.7) $ 0.4 N/A $ (1.2) $ 0.5 N/A
Total Company Adjusted EBITDA..... $ 42.9 $ 34.7 23.6% $ 73.5 $ 64.4 14.1%
% Margin....................... 15.1% 13.9% 1.2% 13.5% 13.8% (0.3%)
Memo Items:
Restructuring, consolidation and
integration costs (2)............. $ (4.4) $ (5.2) $ 0.8 $ (9.8) $ (8.6) $ (1.2)
---------- ---------- --------- ---------- ---------- ---------
Legacy stock award expense........... $ -- $ (1.2) $ 1.2 $ -- $ (2.5) $ 2.5
---------- ---------- --------- ---------- ---------- ---------
(1) The Company has established Earnings Before Interest, Taxes, Depreciation
and Amortization ("EBITDA") as an indicator of our operating performance and as
a measure of our cash generating capabilities. The Company defines "Adjusted
EBITDA" as net income
-5-
before interest, taxes, depreciation, amortization, impairment of goodwill,
non-cash losses on sale-leaseback of property and equipment, and legacy stock
award expense.
(2) Represents certain charges related to our consolidation, restructuring and
integration activities intended to eliminate duplicative costs or achieve cost
efficiencies related to integrating acquisitions or other restructurings related
to expense reduction efforts. Such costs are not eliminated in the determination
of Company Adjusted EBITDA, however we would eliminate these costs to better
evaluate our underlying business performance.
-6-
[Slide 9]
2004 Second Quarter Financial Performance
o Total company net sales increased 13.6% from 2003 to 2004. Adjusting
for the acquisition of Bargman, we experienced a healthy 12.4% sales
growth rate.
o Operational efficiencies improved as top line revenue recovered.
o We absorbed $2.5 million in net, unrecovered surcharges on steel
purchases in Q2.
- Implemented cost pass-throughs on steel surcharges and anticipate
recovery of 85% of surcharges during the full year 2004.
o Also absorbed additional $2.9 million earnings impact during Q2 due to
manufacturing inefficiencies and lost sales resulting from shortages
of steel.
o Restructuring, consolidation and integration costs of $4.4 million in
the quarter related primarily to:
- Plant closure and restructuring activities within Fastening
Systems;
- Consolidation of Compac's operations in our new facility in
Hackettstown, NJ
[Slide 10]
($ in millions)
- --------------------------------------------------- ------------------ ------------------
30-Jun-04 % of Total
- --------------------------------------------------- ------------------ ------------------
Cash and Cash Equivalents..................... $5.8
- --------------------------------------------------- ------------------ ------------------
Working Capital Revolver...................... $33.0 2.8%
Term Loan B................................... $290.4 25.0%
Other Debt.................................... $0.3 0.0%
Subtotal, Senior Secured Debt............ $323.7 27.8%
9.875% Senior Sub Notes due 2012.............. $436.1 37.5%
- --------------------------------------------------- ------------------ ------------------
Total Debt................................. $759.8 65.3%
- --------------------------------------------------- ------------------ ------------------
- --------------------------------------------------- ------------------ ------------------
Total Shareholders' Equity................. $403.2 34.7%
- --------------------------------------------------- ------------------ ------------------
- --------------------------------------------------- ------------------ ------------------
Total Capitalization....................... $1,163.0 100.0%
- --------------------------------------------------- ------------------ ------------------
Memo: A/R Securitization..................... $48.3
- --------------------------------------------------- ------------------ ------------------
Total Debt + A/R Securitization............ $808.1
- --------------------------------------------------- ------------------ ------------------
Key Ratios:
Bank LTM EBITDA............................... $160.1
Coverage Ratio................................ 2.59x
Leverage Ratio................................ 5.05x
- --------------------------------------------------- ------------------ ------------------
Second Quarter 2004 Update:
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o TriMas had $5.8 million of cash and cash equivalents at June 30, 2004.
o The Credit Agreement leverage ratio was 5.05x Bank LTM EBITDA at June
30, 2004.
[Slide 11]
2004 Key Performance Drivers
o Focus on earnings expansion through completion of integration
activities, organic growth initiatives, and debt reduction.
- Increase operational margins via incremental productivity
improvements
- Manage steel pricing and supply issues to mitigate impact to
operating earnings
o Evolving focus within TriMas to revenue growth through new product
launches and market development vs. integration and restructuring
initiatives.
- Finalize the closure of Fastening Systems' Lakewood, OH facility
and the legacy HammerBlow Wausau, WI facility and start-up of
Compac's new Hackettstown, NJ facility.
o Seek to broaden "core" businesses via aggressive product and market
development initiatives combined with selective acquisitions.
o Continue to expand capabilities internationally.
o Capitalize on benefits of key operational and strategic initiatives
and overall strengthening of the US economy to achieve additional
momentum across all four of TriMas' business segments.
[Slide 12]
Q&A
[Slide 13]
Appendix
[Slide 14]
Cash Flow Highlights
($ in millions)
2004 2003
-------- --------
Cash provided by operating activities.........................$7.5 $6.5
-------- --------
Capital expenditures........................................($26.9) ($10.4)
Proceeds from sales of fixed assets...........................$0.2 $68.0
Acquisition of businesses, net of cash acquired..............($5.5) ($205.8)
-------- --------
Cash used for investing activities..........................($32.2) ($148.2)
-------- --------
Proceeds from senior credit facility, net....................$31.6 $73.6
Payments on notes payable and other..........................($7.9) ($2.3)
Proceeds from sales of common stock, net......................$0.0 $15.0
Metaldyne financing items, net................................$0.0 ($22.7)
-------- --------
-8-
Cash provided by financing activities........................$23.7 $63.6
-------- --------
Net change in cash and cash equivalents......................($1.0) ($78.1)
======== ========
[Slide 15]
Condensed Balance Sheet
($ in millions)
June 30, December 31,
2004 2003
----------------- ------------------
Assets
Current assets:
Cash and cash equivalents $5,810 $6,780
Receivables 131,670 118,970
Inventories 147,750 124,090
Deferred income taxes 10,980 10,900
Prepaid expenses and other current assets 9,290 8,440
----------------- ------------------
Total current assets 305,500 269,180
Property and equipment, net 201,640 187,420
Goodwill 656,890 658,900
Other intangibles 316,220 322,750
Other assets 60,260 61,780
----------------- ------------------
Total assets $ 1,540,510 $ 1,500,030
================= ==================
Liabilities and Shareholder's Equity
Current liabilities:
Current maturities, long-term debt $ 3,170 $ 10,920
Accounts payable 118,140 94,130
Accrued liabilities 66,580 75,100
Due to Metaldyne 210 4,400
----------------- ------------------
Total current liabilities 188,100 184,550
Long-term debt 756,590 725,060
Deferred income taxes 150,610 149,030
Other long-term liabilities 35,530 37,770
Due to Metaldyne 6,480 6,960
----------------- ------------------
Total liabilities 1,137,310 1,103,370
----------------- ------------------
Total Shareholders' Equity $403.2 $396.7
Total Liabilities and Shareholders' Equity $1,540.5 $1,500.1
----------------- ------------------
[Slide 16]
Condensed Statement of Operations
(in millions, except per share amounts)
For the Three Months Ended June 30,
2004 2003
Net Sales $ 284.2 $250.2
Cost of Sales (206.9) (184.6)
-9-
Gross Profit 77.3 65.6
Selling, general and administrative expenses (44.4) (43.1)
Gain (loss) on disposition of property
& equipment 0.1 (6.0)
Operating Profit 33.0 16.5
Other expense, net (16.7) (16.3)
Income before income taxes 16.3 0.2
Income taxes (6.0) (1.6)
Net Income (loss) $10.3 $(1.4)
Basic earnings (loss) per share $ 0.51 $ (0.07)
Diluted earnings (loss) per share $ 0.51 $ (0.07)
Weighted average common shares - basic 20.0 19.9
Weighted average common shares - diluted 20.3 19.9
-10-
Exhibit 99.2
[TriMas Corporation Logo
For more information, contact:
Benson Woo
Chief Financial Officer
TriMas Corporation
248-631-5453
MEDIA RELEASE
TRIMAS CORPORATION REPORTS SALES UP 13.6% AND OPERATING PROFITS
JUMP IN SECOND QUARTER
BLOOMFIELD HILLS, Mich. - August 11, 2004 - TriMas Corporation today announced
its financial results for the three months ended June 30, 2004. Compared to the
prior year second quarter period, sales increased 13.6%, operating profit jumped
to $33.0 million from $16.5 million, and net income was $10.3 million versus a
$1.4 million loss in the year ago period. Diluted earnings per share were $0.51
versus a loss per share of $0.07 in the second quarter of 2003.
Second Quarter Highlights
o The Company's second quarter net sales increased 13.6% from $250.2 million
to $284.2 million.
o Operating profit in the quarter increased from $16.5 million to $33.0
million and approximated 11.6% of net sales.
o The Company earned net income for the quarter of $10.3 million, or $0.51
per share, compared to a net loss of $1.4 million, or $0.07 per share, a
year ago.
o Second quarter results reflect the absorption of $2.5 million in net,
unrecovered price increases from steel suppliers, as well as an estimated
$2.9 million earnings impact of manufacturing inefficiencies and lost sales
resulting from the unavailability of steel.
o The Company spent $4.4 million during the quarter in consolidation,
restructuring and integration efforts, principally in its Fastening Systems
and Industrial Specialties groups.
"Our momentum from late 2003 is continuing through the first half of 2004.
Improved business conditions, new products, and the execution of performance
initiatives helped to
Exhibit 99.2
achieve a solid quarter for all of our business segments, notwithstanding the
environment for steel," said Grant Beard, President and Chief Executive Officer.
Second Quarter Financial Summary
(In millions, except per share amounts and percentages)
For the Quarter Ended
June 30, 2004 June 30, 2003 % Change
Sales $ 284.2 $ 250.2 13.6%
Gross profit 77.4 65.6 18.0%
Operating profit 33.0 16.5 100.0%
Net income (loss) $ 10.3 $ (1.4) N/A
Earnings (loss) per share $ 0.51 $ (0.07) N/A
Other Data
- -Depreciation and amortization $ 10.3 $ 11.7 (12.0%)
- -Other income/expense $ (0.4) $ (0.3) N/A
- -Adjusted EBITDA $ 42.9 $ 34.7 23.6%
- -Cash flows used operating activities $ (14.2) $ (41.3) N/A
The Company's quarterly earnings include the adverse impact of approximately
$2.5 million pre-tax in net, unrecovered surcharges from steel suppliers. The
Company has implemented cost pass-throughs to customers on the steel surcharges,
and currently anticipates recovering over 85% of the steel surcharges during the
full year. In addition to steel price issues, lack of steel also constrained
manufacturing efficiencies and sales, and depressed earnings by an estimated
$2.9 million pre-tax during the quarter.
Adjusted EBITDA improved 23.6% to $42.9 million for the quarter ended June 30,
2004 compared to the same period a year ago as the benefits of increased sales
volumes and higher operational efficiencies more than offset the impact of
steel-related issues and increased lease expense of $1.6 million related to
financing activities. The Company also had reduced non-recurring charges of $0.8
million from 2003 related to restructuring and integration activities.
Segment Results
Rieke Packaging Systems Group
Exhibit 99.2
Rieke's second quarter sales of $34.7 million were up 4.8% compared to the year
ago period. Operating profit increased during the quarter to $9.3 million from
$8.4 million, due to ramp-ups of new products as well as improved core product
sales. Rieke launched another five new products during the quarter, and expects
to realize continued increasing sales from recent new product launches during
the balance of the year.
Cequent Transportation Accessories Group
Cequent's second quarter sales of $150.6 million represented an improvement of
19.5% compared to the prior year period. Cequent experienced strong demand
across all of its business units reflecting solid organic growth due to improved
consumer demand and overall economic conditions. In particular, Cequent's Towing
Products business continued to capitalize on increased demand, improved order
fill rates and delivery performance at its Goshen, IN manufacturing operations.
Cequent's operating margin improved to 16.6% as second quarter operating profit
increased to $25.0 million from $14.5 million a year ago.
Industrial Specialties Group
Sales of the Industrial Specialties Group increased 13.4%, or $7.3 million to
$61.9 million, during the quarter as all of the group's six businesses
experienced good demand and increased sales levels compared to the second
quarter a year ago. The group's quarterly operating profit increased 19.3%, or
$1.1 million to $6.8 million, despite steel-related issues. Compac continues to
increase its presence in the residential facings market, and is on schedule to
complete the move to its new Hackettstown, NJ plant during the fourth quarter.
Fastening Systems Group
Sales of the Fastening Systems Group were approximately flat compared to 2003
second quarter levels at $37.0 million. While aerospace fastener sales
experienced an increase of 14.6%, industrial fastener sales were flat as steel
availability issues restricted production output. The group reported an overall
operating loss for the quarter of $2.8 million, an improvement of $3.6 million
from the $6.4 million operating loss in the second quarter of 2003. This change
was due to a loss of $5.3 million related to the sale/leaseback of equipment in
the quarter a year ago, offset in the current year's quarter by the impact of
unrecovered steel price increases, steel availability which constrained
production and sales, and closure and other costs
Exhibit 99.2
related to the consolidation of its Lakewood, OH plant into remaining facilities
in Frankfort, IN and Wood Dale, IL. Steel-related issues depressed operating
results by an estimated $2.0 million while consolidation-related costs
approximated $2.0 million. The Fastening Systems Group's restructuring
activities are expected to be completed this year.
Financial Position
TriMas ended the second quarter with total assets of $1,540.5 million, debt of
$759.8 million, and $48.3 million outstanding under its receivables
securitization facility. The increase in amounts outstanding under our credit
facilities during the first six months in 2003 is due to increased working
capital requirements to support higher sales levels, particularly at Cequent
during the spring selling season, increased capital spending compared to the
prior year's first half, accelerated payment terms required by our steel
suppliers and the January acquisition of Bargman. Net cash provided by operating
activities for the six months ended June 30, 2004 was $ 7.5 million compared to
$ 6.6 million in the same period a year ago, as the impact of improvement in net
income from operations was largely offset by the aforementioned increase in
working capital requirements.
Conference Call
TriMas will broadcast its second quarter earnings conference call on Wednesday,
August 11, 2004 at 3:30 p.m. EDT. President and Chief Executive Officer Grant
Beard and Chief Financial Officer Benson Woo will discuss the Company's recent
financial performance and respond to questions from the investment community.
To participate by phone, please dial: (888) 275-8177. Callers should ask to be
connected to the TriMas second quarter conference call.
If you are unable to participate during the live teleconference, a replay of the
conference call will be available beginning August 11th at 6:30 p.m. EDT through
August 18th at 6:30 p.m. EDT. To access the replay, please dial: (800) 633-8284
and use reservation number 21204790.
A Note on Adjusted EBITDA
Exhibit 99.2
The Company defines Adjusted EBITDA as net income (loss) before interest, taxes,
depreciation, amortization, impairment of goodwill, non-cash losses on
sale-leaseback of property and equipment, and legacy stock award expense. Lease
expense and non-recurring charges are included in Adjusted EBITDA and include
both cash and non-cash charges related to restructuring and integration
expenses. In evaluating our business, management considers and uses Adjusted
EBITDA as a key indicator of financial operating performance and as a measure of
cash generating capability. Management believes this measure is useful as an
analytical indicator of leverage capacity and debt servicing ability, and uses
it to measure financial performance as well as for planning purposes. However,
Adjusted EBITDA should not be considered as an alternative to net income, cash
flow from operating activities or any other measures calculated in accordance
with U.S. GAAP, or as an indicator of operating performance. The definition of
Adjusted EBITDA used here may differ from that used by other companies.
Cautionary Notice Regarding Forward-Looking Statements
This release contains "forward-looking" statements, as that term is defined by
the federal securities laws, about our financial condition, results of
operations and business. Forward-looking statements include certain anticipated,
believed, planned, forecasted, expected, targeted and estimated results along
with TriMas' outlook concerning future results. When used in this release, the
words "estimates," "expects," "anticipates," "projects," "plans," "intends,"
"believes," "forecasts," or future or conditional verbs, such as "will,"
"should," "could," or "may," and variations of such words or similar expressions
are intended to identify forward-looking statements. All forward-looking
statements, including, without limitation, management's examination of
historical operating trends and data, are based upon our current expectations
and various assumptions. Our expectations, beliefs and projections are expressed
in good faith and we believe there is a reasonable basis for them. However,
there can be no assurance that management's expectations, beliefs and
projections will be achieved. These forward-looking statements are subject to
numerous assumptions, risks and uncertainties and accordingly, actual results
may differ materially from those expressed or implied by the forward-looking
statements. We caution readers not to place undue reliance on the statements,
which speak only as of the date of this release. The cautionary statements set
forth above should be considered in connection with any subsequent written or
oral forward-looking
Exhibit 99.2
statements that we or persons acting on our behalf may issue. We do not
undertake any obligation to review or confirm analysts' expectations or
estimates or to release publicly any revisions to any forward-looking statements
to reflect events or circumstances after the date of this release or to reflect
the occurrence of unanticipated events. Risks and uncertainties that could cause
actual results to vary materially from those anticipated in the forward-looking
statements included in this release include general economic conditions in the
markets in which we operate and industry-based factors such as: technological
developments that could competitively disadvantage us, increases in our raw
material, energy, and healthcare costs, our dependence on key individuals and
relationships, exposure to product liability, recall and warranty claims,
compliance with environmental and other regulations, and competition within our
industries. In addition, factors more specific to us could cause actual results
to vary materially from those anticipated in the forward-looking statements
included in this release such as our substantial leverage, limitations imposed
by our debt instruments, our ability to successfully pursue our stated growth
strategies and opportunities, as well as our ability to identify attractive and
other strategic acquisition opportunities and to successfully integrate acquired
businesses and complete actions we have identified as providing cost-saving
opportunities.
About TriMas
Headquartered in Bloomfield Hills, Mich., TriMas is a diversified growth company
of high-end, specialty niche businesses manufacturing a variety of products for
commercial, industrial and consumer markets worldwide. TriMas is organized into
four strategic business groups: Cequent Transportation Accessories, Rieke
Packaging Systems, Fastening Systems, and Industrial Specialties. TriMas has
nearly 5,000 employees at 80 different facilities in 10 countries. For more
information, visit www.trimascorp.com.
Exhibit 99.2
TriMas Corporation
Balance Sheet
June 30, 2004 and December 31, 2003
(unaudited - dollars in thousands)
June 30, December 31,
2004 2003
Assets
Current assets:
Cash and cash equivalents $5,810 $6,780
Receivables 131,670 118,970
Inventories 147,750 124,090
Deferred income taxes 10,980 10,900
Prepaid expenses and other current assets 9,290 8,440
---------------- -----------------
Total current assets 305,500 269,180
Property and equipment, net 201,640 187,420
Goodwill 656,890 658,900
Other intangibles 316,220 322,750
Other assets 60,260 61,780
Total assets $ 1,540,510 $ 1,500,030
================ =================
Liabilities and Shareholder's Equity
Current liabilities:
Current maturities, long-term debt $ 3,170 $ 10,920
Accounts payable 118,140 94,130
Accrued liabilities 66,580 75,100
Due to Metaldyne 210 4,400
---------------- -----------------
Total current liabilities 188,100 184,550
Long-term debt 756,590 725,060
Deferred income taxes 150,610 149,030
Other long-term liabilities 35,530 37,770
Due to Metaldyne 6,480 6,960
---------------- -----------------
Total liabilities 1,137,310 1,103,370
---------------- -----------------
Commitments and contingencies (Note 9)
Preferred stock $0.01 par: Authorized 100,000,000 shares; Issued and
outstanding:
None - -
Common stock $0.01 par: Authorized 400,000,000 shares; Issued and outstanding:
20,010,000 shares 200 200
Paid-in capital 399,340 399,870
Retained deficit (25,410) (38,240)
Accumulated other comprehensive income 29,070 34,830
---------------- -----------------
Total Shareholder's equity 403,200 396,660
---------------- -----------------
Total liabilities and shareholders' equity $ 1,540,510 $ 1,500,030
================ =================
Exhibit 99.2
TriMas Corporation
Statement of Operations
For the Three and Six Months Ended
June 30, 2004 and 2003
(unaudited - dollars in thousands, except for per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
Net sales $284,210 $250,150 $ 545,110 $468,120
Cost of sales (206,860) (184,570) (403,150) (347,050)
Gross profit 77,350 65,580 141,960 121,070
Selling, general and administrative expenses (44,440) (43,150) (88,150) (81,520)
Gain (loss) on dispositions of property and
equipment 70 (5,970) (180) (18,120)
Operating profit 32,980 16,460 53,630 21,430
Other expense, net:
Interest expense (16,280) (16,010) (32,590) (32,390)
Other income (expense), net (380) (290) (680) (510)
Other expense, net (16,660) (16,300) (33,270) (32,900)
Income (loss) before income tax (expense) benefit 16,320 160 20,360 (11,470)
Income tax (expense) benefit (6,030) (1,580) (7,530) 3,030
Net income (loss) $ 10,290 $ (1,420) $ 12,830 $ (8,440)
Basic earnings (loss) per share $ 0.51 $ (0.07) $ 0.64 $ (0.42)
=============== ================ =============== ===========
Diluted earnings (loss) per share $ 0.51 $ (0.07) $ 0.63 $ (0.42)
=============== ================ =============== ===========
Weighted average common shares - basic 20,010,000 19,913,890 20,010,000 19,956,940
=============== ================ =============== ===========
Weighted average common shares - diluted 20,323,060 19,913,890 20,316,330 19,956,940
=============== ================ =============== ===========
Exhibit 99.2
TriMas Corporation
Company and Business Segment Financial Information
Three Months Ended
June 30, 2004 and June 30, 2003
(in millions)
Cequent Transportation Accessories 2004 2003
Net sales $ 150.6 $126.0
Operating income
Rieke Packaging Systems
Net sales $ 34.7 $ 33.1
Operating income
Fastening Systems
Net sales $ 37.0 $ 37.6
Operating income (loss)
Industrial Specialties Group
Net sales $ 61.9 $ 54.6
Operating income
Total Company
Net sales $284.2 $250.2
Operating income (including office)
Adjusted EBITDA $ 43.8 $ 35.7