EX-99.1 2 a06-22092_2ex99d1.htm EX-99

Exhibit 99.1

 

 

 

 

For more information, contact:

 

E.R. “Skip” Autry

 

Chief Financial Officer

 

TriMas Corporation

 

(248) 631-5496

MEDIA RELEASE

TRIMAS CORPORATION REPORTS THIRD QUARTER RESULTS

BLOOMFIELD HILLS, MICH. — November 14, 2006 — TriMas Corporation today announced its financial results for the three months ended September 30, 2006.  TriMas reported sales of $244.6 million, operating profit of $26.4 million and loss from continuing operations of $1.9 million, or $(0.09) per share on a fully-diluted basis for the three months ended September 30, 2006, compared to the prior year third quarter sales of $246.0 million, operating profit of $21.1 million and income from continuing operations of $2.1 million, or $0.10 per share on a fully-diluted basis.  The reported loss from continuing operations for the quarter ended September 30, 2006, included a substantially non-cash, after-tax charge of $5.4 million, or $0.26 per share, related to the Company’s successful refinancing of its senior secured credit facilities in August 2006.

Third Quarter Highlights

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

“While sales within Recreational Accessories and RV & Trailer Products declined compared to the year ago period, total company operating profit continued to improve as a result of sourcing and other cost reduction initiatives implemented in the second half of 2005,” Beard commented.  “While the economic outlook for the majority of our companies remains positive, we are watching end market demand within our Recreational Accessories and RV & Trailer Products businesses closely.

“We were also pleased with the successful refinancing of our $410.0 million senior secured credit facilities, which closed in early August,” Beard commented.  The new credit facilities will reduce

1




the Company’s borrowing costs, and substantially increase our liquidity and operational flexibility going forward.”

Our priorities within TriMas remain clear — to expand sales growth initiatives and continue to drive earnings performance and free cash flow in order to reduce debt and further improve our balance sheet,” Beard said.

Results of Continuing Operations

·                  The Company’s 2006 third quarter net sales decreased 0.6% to $244.6 million, from $246.0 million for the three months ended September 30, 2005, as three of the Company’s five business segments reported year-over-year revenue growth.  Notably, net sales increased 9.9% at Packaging Systems, 26.6% at Energy Products and 10.4% within Industrial Specialties.  Net sales reported for RV & Trailer Products and Recreational Accessories declined approximately 18.3% and 12.1%, respectively, compared with the year ago period.  RV & Trailer Products experienced soft demand across all market channels while end market demand within Recreational Accessories’ declined due to record high summer gasoline prices and a continued uncertain interest rate environment.

·                  Operating profit improved 25.1%, or $5.3 million, as compared to the same period a year ago and reflected strong earnings performance in four of the Company’s five business segments.  Material margins improved compared to the year ago period primarily as a result of sourcing initiatives and moderating raw material costs.  Operating profit margin as a percent of sales improved to 10.8% in third quarter 2006, compared to 8.6% for the same period a year ago.

·                  In connection with the refinancing of its senior secured credit facilities, the Company recorded an $8.6 million charge for debt extinguishment costs, of which $7.9 million was a non-cash charge related to the write-off of previous debt issue costs.  The after-tax impact of this item reduced income from continuing operations by $5.4 million, or approximately $0.26 per share.

·                  The Company reported a loss from continuing operations of $1.9 million, or $(0.09) per share on a fully-diluted basis in the quarter ended September 30, 2006, compared to income from continuing operations of $2.1 million, or $0.10 per share on a fully-diluted basis in the third quarter 2005.

Results of Discontinued Operations

Sales from discontinued operations were $22.6 million and $24.9 million in the quarters ended September 30, 2006 and 2005, respectively.  The loss from discontinued operations, net of tax benefits recorded, increased to $10.9 million in the quarter ended September 30, 2006, from $1.9 million in the quarter ended September 30, 2005.  The decrease between years is due primarily to a

2




$9.7 million impairment charge, net of tax benefits recorded of $6.2 million, related to the further write-down of net assets of discontinued operations to revised estimates of fair value.

Third Quarter Financial Summary

 

 

 

For the Quarter Ended

 

 

 

September 30,

 

(unaudited - in millions, except per share amounts) 

 

2006 

 

2005

 

Sales

 

$

244.6

 

$

246.0

 

Operating profit

 

$

26.4

 

$

21.1

 

Income from continuing operations

 

$

(1.9

)

$

2.1

 

Loss from discontinued operations, net of tax benefit

 

$

(10.8

)

$

(1.9

)

Net income

 

$

(12.7

)

$

0.2

 

 

 

 

 

 

 

Earnings (loss) per share - basic:

 

 

 

 

 

—Continuing operations

 

$

(0.09

)

$

0.11

 

—Discontinued operations

 

(0.54

)

(0.09

)

—Net income

 

$

(0.63

)

$

0.02

 

 

 

 

 

 

 

Earnings (loss) per share - diluted:

 

 

 

 

 

—Continuing operations

 

$

(0.09)

 

 $ 0.10

 

—Discontinued operations

 

(0.54)

 

(0.09

)

—Net income

 

$

(0.63)

 

$

0.01

 

 

 

 

 

 

 

Other Data - Continuing Operations:

 

 

 

 

 

—Depreciation and amortization

 

$

9.0

 

$

9.4

 

—Interest expense

 

$

19.4

 

$

18.8

 

—Debt extinguishment costs

 

$

8.6

 

$

 

—Other expense, net

 

$

1.2

 

$

1.6

 

—Income tax expense

 

$

(0.9

)

$

(1.5

)

 

Segment Results

Packaging Systems

Net sales increased $4.8 million, or 9.9%, to $53.4 million in third quarter 2006 from $48.6 million in the year ago period.  Packaging Systems had sales increases of 7.8% for industrial closure products, 21.8% for specialty consumer dispensing product applications and 8.4% for specialty tapes, laminates and insulation products.  Operating profit increased 30.5% to $10.3 million during third quarter 2006 from $7.9 million in third quarter 2005, as this segment benefited primarily from higher sales volumes and improved material margins as a result of moderating raw material costs in the third quarter 2006 compared to the same period a year ago.

3




Energy Products

Net sales increased $8.1 million, or 26.6%, to $38.5 million in the quarter ended September 30, 2006 compared to $30.4 million in the year ago period, as this segment benefited from continued favorable market conditions for oil and gas producers in the United States and Canada, market share gains due to expanded parts offerings and higher turnaround activity at petrochemical refineries.  Operating profit improved $3.0 million, or 107.5%, to $5.8 million in the quarter ended September 30, 2006 from $2.8 million in the year ago period due to improved material margins, better absorption of fixed overhead costs and lower selling costs in relation to sales due to the relatively fixed cost nature of this segment’s distribution network.

Industrial Specialties

Net sales increased $4.2 million, or 10.4%, to $44.6 million in the quarter ended September 30, 2006, from $40.4 million in the year ago period as three of this segment’s five businesses continued to experience strong demand driven by new products, market share gains and economic expansion.  Notably, sales increased 34.2% in our defense business, 17.1% in our industrial cylinder business, and 2.4 % in our precision tooling business.  However, sales within our aerospace fastener business were approximately flat due to the impact of an 8 day labor strike in July 2006, in connection with reaching a three year contract agreement.  Operating profit in the third quarter 2006 increased to $9.9 million from $8.4 million in the year ago period, due principally to higher sales levels between years and better absorption of fixed operating costs.

RV & Trailer Products

Net sales decreased $9.7 million for the quarter ended September 30, 2006 to $43.3 million from $53.0 million in the year ago period.  This segment experienced lower sales across all market channels due to soft market demand.  Operating profit in third quarter 2006 decreased $3.7 million to $2.9 million from $6.6 million in third quarter 2005 due principally to the aforementioned sales decline, lower material margins due to competitive pricing pressures and a less favorable product sales mix overall.

Recreational Accessories

Net sales decreased $8.8 million, or 12.1%, to $64.8 million in the quarter ended September 30, 2006 compared to $73.6 million in the year ago period as a result of reduced consumer demand for towing products and accessories due to record high gasoline prices and a continued uncertain interest rate environment.  However, operating profit increased $2.8 million to $4.2 million in third quarter 2006 from $1.4 million in the year ago period as a result of improved material margins due to sourcing initiatives, favorable material use variances due to productivity improvements and lower

4




variable and fixed overhead spending as a result of cost reduction actions implemented in the second half of 2005, offset in part by higher sales promotion expense to support retail channel sales activity.

Financial Position

TriMas ended the third quarter with total assets of $1,415.3 million, debt of $722.3 million and $32.0 million outstanding under its receivables securitization facility.  Net cash provided by operating activities for the nine months ended September 30, 2006, was $26.5 million, compared to $19.8 million in the year ago period.

Refinancing of Credit Facilities

As previously announced, the Company completed the refinancing of its $410 million senior secured credit facilities which extended maturities on the revolving and term loan portions of the facility for 5 and 7 years, respectively, and reduced interest rate spreads 0.75% and 1.00%, respectively, which the Company anticipates will result in interest savings of approximately $2.5 - $3.0 million per year.  The Company’s senior secured credit facilities now consist of a $90.0 million revolving credit facility, a $60.0 million deposit-linked supplemental revolving credit facility and a $260.0 million term loan facility.

Conference Call

TriMas will broadcast its third quarter earnings conference call on Tuesday, November 14, 2006, at 2:00 PM EST.  President and Chief Executive Officer Grant Beard and Chief Financial Officer E.R. “Skip” Autry will discuss the Company’s recent financial performance and respond to questions from the investment community.

To participate by phone, please dial: (866) 282-2517.   Callers should ask to be connected to the TriMas third quarter conference call (reservation number 999008).  If you are unable to participate during the live teleconference, a replay of the conference call will be available beginning November 14 at 5:30 PM. EST through November 21 at 11:59 PM EST.  To access the replay, please dial:  (866) 837-8032 (access code 999008).

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

5




words or similar expressions are intended to identify forward-looking statements.  All forward-looking statements, including without limitation, management’s examination of historical operating trends and data, are based upon our current expectations and various assumptions.  Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for these views.  However, there can be no assurance that management’s expectations, beliefs and projections will be achieved.  These forward-looking statements are subject to numerous assumptions, risks and uncertainties and accordingly, actual results may differ materially from those expressed or implied by the forward-looking statements.  We caution readers not to place undue reliance on the statements, which speak to conditions only as of the date of this release.  The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.  We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking 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, work stoppages at our facilities, or our customers or suppliers, risks associated with international markets, protection of or liability associated with our intellectual property, lower cost foreign manufacturers, 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 five strategic business segments: Packaging Systems, Energy Products, Industrial Specialties, RV & Trailer Products and Recreational Accessories.  TriMas has about 5,000 employees at 80 different facilities in 10 countries.  For more information, visit www.trimascorp.com.

6




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

 

 

September 30,

 

December 31,

 

 

 

2006

 

2005

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

3,880

 

$

3,730

 

Receivables, net

 

100,870

 

89,960

 

Inventories

 

159,960

 

148,450

 

Deferred income taxes

 

20,120

 

20,120

 

Prepaid expenses and other current assets

 

6,980

 

7,050

 

Assets of discontinued operations held for sale

 

24,220

 

46,730

 

Total current assets

 

316,030

 

316,040

 

Property and equipment, net

 

163,450

 

164,250

 

Goodwill

 

650,690

 

644,780

 

Other intangibles, net

 

245,920

 

255,220

 

Other assets

 

39,240

 

48,220

 

Total assets

 

$

1,415,330

 

$

1,428,510

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities, long-term debt

 

$

5,550

 

$

13,820

 

Accounts payable

 

94,140

 

111,250

 

Accrued liabilities

 

81,260

 

62,800

 

Due to Metaldyne

 

1,910

 

4,850

 

Liabilities of discontinued operations

 

29,720

 

38,410

 

Total current liabilities

 

212,580

 

231,130

 

Long-term debt

 

716,700

 

713,860

 

Deferred income taxes

 

95,910

 

95,980

 

Other long-term liabilities

 

34,350

 

34,760

 

Due to Metaldyne

 

3,480

 

3,480

 

Total liabilities

 

1,063,020

 

1,079,210

 

Commitments and contingencies

 

 

 

 

 

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: 20,759,500 and 20,010,000 shares, respectively

 

210

 

200

 

Paid-in capital

 

398,240

 

396,980

 

Accumulated deficit.

 

(92,190

)

(86,310

)

Accumulated other comprehensive income

 

46,050

 

38,430

 

Total shareholders’ equity

 

352,310

 

349,300

 

Total liabilities and shareholders’ equity

 

$

1,415,330

 

$

1,428,510

 

 

7




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

 

 

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Net sales

 

$

244,590

 

$

246,040

 

$

797,260

 

$

775,590

 

Cost of sales

 

(177,690

)

(186,110

)

(581,960

)

(582,080

)

Gross profit

 

66,900

 

59,930

 

215,300

 

193,510

 

Selling, general and administrative expenses

 

(41,010

)

(38,510

)

(128,500

)

(117,640

)

Gain (loss) on dispositions of property and equipment

 

510

 

(320

)

410

 

(530

)

Operating profit

 

26,400

 

21,100

 

87,210

 

75,340

 

Other expense, net:

 

 

 

 

 

 

 

 

 

Interest expense

 

(19,370

)

(18,840

)

(59,320

)

(55,790

)

Debt extinguishment costs

 

(8,610

)

 

(8,610

)

 

Other, net

 

(1,200

)

(1,600

)

(3,120

)

(5,450

)

Other expense, net

 

(29,180

)

(20,440

)

(71,050

)

(61,240

)

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before income taxes

 

(2,780

)

660

 

16,160

 

14,100

 

Income tax (expense) benefit

 

930

 

1,470

 

(5,800

)

(3,470

)

Income (loss) from continuing operations

 

(1,850

)

2,130

 

10,360

 

10,630

 

Loss from discontinued operations, net of income tax benefit.

 

(10,870

)

(1,900

)

(16,240

)

(3,840

)

Net income (loss)

 

$

(12,720

)

$

230

 

$

(5,880

)

$

6,790

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share - basic:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.09

)

$

0.11

 

$

0.52

 

$

0.53

 

Discontinued operations, net of income tax benefit

 

(0.54

)

(0.09

)

(0.81

)

(0.19

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share

 

$

(0.63

)

$

0.02

 

$

(0.29

)

$

0.34

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares - basic

 

20,132,201

 

20,010,000

 

20,051,181

 

20,010,000

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share - diluted:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.09

)

$

0.10

 

$

0.50

 

$

0.51

 

Discontinued operations, net of income tax benefit

 

(0.54

)

(0.09

)

(0.78

)

(0.18

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share

 

$

(0.63

)

$

0.01

 

$

(0.28

)

$

0.33

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares - diluted

 

20,132,201

 

20,760,000

 

20,759,973

 

20,760,000

 

 

 

 

 

 

 

 

 

 

 

 

8




 

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

 

 

Nine Months Ended September 30,

 

 

 

2006

 

2005

 

Cash Flows from Operating Activities:

 

 

 

 

 

Net income (loss)

 

$

(5,880

)

$

6,790

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

Loss on dispositions of property and equipment

 

2,690

 

390

 

Impairment of assets

 

15,850

 

 

Depreciation and amortization

 

27,970

 

31,400

 

Amortization of debt issue costs

 

3,670

 

3,720

 

Non-cash debt extinguishment costs

 

7,920

 

 

Non-cash compensation expense

 

1,270

 

240

 

Net proceeds from (reductions in) sale of receivables and receivables securitization

 

(2,360

)

400

 

Payment to Metaldyne to fund contractual liabilities

 

(2,940

)

(330

)

Increase in receivables

 

(7,090

)

(26,060

)

(Increase) decrease in inventories

 

(6,440

)

16,010

 

Decrease in prepaid expenses and other assets

 

(360

)

(910

)

Decrease in accounts payable and accrued liabilities

 

(7,750

)

(12,900

)

Other, net

 

(90

)

1,000

 

Net cash provided by operating activities

 

26,460

 

19,750

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

Capital expenditures .

 

(19,580

)

(15,010

)

Proceeds from sales of fixed assets

 

980

 

3,490

 

Net cash used for investing activities

 

(18,600

)

(11,520

)

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

Repayments of borrowings on credit facilities

 

(2,130

)

(2,160

)

Repayment of term loan facilities

 

(254,960

)

 

Proceeds from term loan facilities

 

260,000

 

 

Proceeds from borrowings on revolving credit facilities

 

576,960

 

722,580

 

Repayments of borrowings on revolving credit facilities

 

(585,420

)

(729,400

)

Payments on notes payable

 

 

(100

)

Debt issuance costs

 

(2,160

)

 

Net cash used for financing activities

 

(7,710

)

(9,080

)

 

 

 

 

 

 

Cash and Cash Equivalents:

 

 

 

 

 

Increase (decrease) for the period

 

150

 

(850

)

At beginning of period

 

3,730

 

3,090

 

At end of period

 

$

3,880

 

$

2,240

 

 

 

 

 

 

 

 

9




TriMas Corporation
Company and Business Segment Financial Information

 

 

(unaudited - dollars in thousands)

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Packaging Systems

 

 

 

 

 

 

 

 

 

Net sales

 

$

53,410

 

$

48,570

 

$

158,450

 

$

145,640

 

Operating profit

 

$

10,250

 

$

7,860

 

$

28,910

 

$

24,600

 

Operating profit as a % of sales

 

19.2

%

16.2

%

18.2

%

16.9

%

 

 

 

 

 

 

 

 

 

 

Energy Products

 

 

 

 

 

 

 

 

 

Net sales

 

$

38,500

 

$

30,400

 

$

117,170

 

$

95,250

 

Operating profit

 

$

5,810

 

$

2,790

 

$

17,280

 

$

11,310

 

Operating profit as a % of sales

 

15.1

%

9.2

%

14.7

%

11.9

%

 

 

 

 

 

 

 

 

 

 

Industrial Specialties

 

 

 

 

 

 

 

 

 

Net sales

 

$

44,600

 

$

40,410

 

$

136,110

 

$

125,020

 

Operating profit

 

$

9,900

 

$

8,380

 

$

28,170

 

$

24,470

 

Operating profit as a % of sales

 

22.2

%

20.7

%

20.7

%

19.6

%

 

 

 

 

 

 

 

 

 

 

RV & Trailer Products

 

 

 

 

 

 

 

 

 

Net sales

 

$

43,320

 

$

53,020

 

$

150,660

 

$

161,180

 

Operating profit

 

$

2,940

 

$

6,620

 

$

17,620

 

$

21,920

 

Operating profit as a % of sales

 

6.8

%

12.5

%

11.7

%

13.6

%

 

 

 

 

 

 

 

 

 

 

Recreational Accessories

 

 

 

 

 

 

 

 

 

Net sales

 

$

64,760

 

$

73,640

 

$

234,870

 

$

248,500

 

Operating profit

 

$

4,240

 

$

1,360

 

$

15,120

 

$

8,820

 

Operating profit as a % of sales

 

6.5

%

1.8

%

6.4

%

3.5

%

 

 

 

 

 

 

 

 

 

 

Total Company - Continuing Operations

 

 

 

 

 

 

 

 

 

Net sales

 

$

244,590

 

$

246,040

 

$

797,260

 

$

775,590

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

$

26,400

 

$

21,100

 

$

87,210

 

$

75,340

 

 

 

 

 

 

 

 

 

 

 

Operating profit as a % of sales

 

10.8

%

8.6

%

10.9

%

9.7

%

 

 

 

 

 

 

 

 

 

 

Corporate expenses and management fees

 

$

6,740

 

$

5,910

 

$

19,890

 

$

15,780

 

 

 

 

 

 

 

 

 

 

 

Other Data - Continuing Operations:

 

 

 

 

 

 

 

 

 

 — Depreciation and amortization

 

$

9,010

 

$

9,440

 

$

27,950

 

$

28,550

 

 — Interest expense

 

$

19,370

 

$

18,840

 

$

59,320

 

$

55,790

 

 — Debt extinguishment costs

 

$

8,610

 

$

 

$

8,610

 

$

 

 — Other expense, net

 

$

1,200

 

$

1,600

 

$

3,120

 

$

5,450

 

— Income tax expense (benefit)

 

$

(930

)

$

(1,470

)

$

5,800

 

$

3,470

 

 

 

 

 

 

 

 

 

 

 

 

 

10