8-K

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB Number:      3235-0060  Expires:         March 31, 2006  Estimated average burden  hours per response .        28.0
FORM 8-K
CURRENT REPORT

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

Date of Report (Date of earliest event reported)  August 2, 2007

TRIMAS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	333-100351	38-2687639
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan		48304
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code     (248) 631-5400

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

Trimas Corporation (the “Company”) issued a press release and held a teleconference on August 2, 2007, reporting its financial results for the second quarter ending June 30, 2007.  A copy of the press release and teleconference visual presentation are attached hereto as exhibits and are incorporated herein by reference.  The press release and teleconference visual presentation are also available on the Company’s website at www.trimascorp.com.

Item 9.01  Financial Statements and Exhibits.

(c)            Exhibits. The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press Release
99.2	The Company’s visual presentation titled “Second Quarter 2007 Earnings Call”

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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 hereunto duly authorized.

		TRIMAS CORPORATION
Date:	August 2, 2007	By:	/s/ Grant H. Beard
		Name:	Grant H. Beard
		Title:	Chief Executive Officer

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EX-99.1

Exhibit 99.1

	For more information, contact:
	E.R. “Skip” Autry
	Chief Financial Officer
	TriMas Corporation
	(248) 631-5496

MEDIA RELEASE

TRIMAS CORPORATION REPORTS RECORD SECOND QUARTER SALES AND IMPROVED OPERATING PERFORMANCE

BLOOMFIELD HILLS, MICH. – August 2, 2007 – TriMas Corporation (NYSE: TRS) today announced financial results for the quarter ended June 30, 2007. Operating performance for the quarter ended June 30, 2007 significantly exceeded prior year second quarter results excluding the impact of one-time costs related to the use of proceeds from the Company’s successful initial public offering of common stock (“IPO”).

SECOND QUARTER 2007 HIGHLIGHTS (1)

•TriMas reported record second quarter sales of $290.8 million.

•Excluding the impact of costs and expenses related to the use of IPO proceeds, operating profit would have improved 16.1% to $35.9 million, as compared to $31.0 million in second quarter 2006, and Adjusted EBITDA would have increased 11.3% to $44.6 million, as compared to $40.0 million in second quarter 2006. After consideration of $14.2 million of costs and expenses related to the use of IPO proceeds, the Company’s reported operating profit was $21.7 million and Adjusted EBITDA was $30.3 million.

•Excluding the after-tax impact of costs and expenses related to the use of IPO proceeds, income from continuing operations would have improved 59.9% to $10.5 million, or $0.40 per share, as compared to $6.5 million, or $0.31 per share on a fully-diluted basis in second quarter 2006. The Company’s reported net loss of $3.2 million, or $0.12 per share on a fully-diluted basis, included the after-tax impact of costs and expenses related to the use of IPO proceeds of $13.7 million, or $0.52 per share.

(1)See Appendix I for reconciliation of Non-GAAP financial measure Adjusted EBITDA to the Company’s reported results of operations prepared in accordance with U.S. GAAP.

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Second Quarter Highlights

TriMas’ President and Chief Executive Officer, Grant Beard, stated, “We are extremely proud to have completed our IPO and are achieving benefits from the resultant strengthening of our balance sheet. We are also pleased to report record sales for the second quarter, with four of our five segments reporting sales increases, and we continue to improve our operating performance. Excluding the impact of costs and expenses related to the use of IPO proceeds, operating profit and Adjusted EBITDA(2) would have improved 16.1% and 11.3%, respectively compared to the same period a year ago.” “This represents the seventh consecutive quarter of improved year-over-year operating performance,” Beard added, “and our current demand information indicates that we should be able to continue our earnings momentum for the remainder of 2007.”

Second Quarter Financial Summary

	For Three Months Ended June 30,									For Six Months Ended June 30,
(unaudited - in thousands, except for share amounts)	2007					2006				2007				2006
Sales	$	290,830				$	279,640			$	577,520			$	552,670
Operating profit	$		21,700			$		30,960		$		55,040		$	59,620
Income (loss) from continuing operations	$		(3,190		)	$		6,540		$		5,200		$	11,470
Loss from discontinued operations, net of income taxes	$			—		$		(4,030	)	$		(1,340	)	$	(5,370	)
Net income (loss)	$		(3,190		)	$		2,510		$		3,860		$	6,100
Earnings (loss) per share - basic:
- Continuing operations	$		(0.12		)	$		0.32		$		0.22		$	0.57
- Discontinued operations	—					(0.20			)	(0.06			)	(0.27		)
- Net income (loss)	$		(0.12		)	$		0.12		$		0.16		$	0.30
Weighted average common shares - basic	26,223,236					20,010,000				23,506,461				20,010,000
Earnings (loss) per share - diluted:
- Continuing operations	$		(0.12		)	$		0.31		$		0.22		$	0.55
- Discontinued operations	—					(0.19			)	(0.06			)	(0.26		)
- Net income (loss)	$		(0.12		)	$		0.12		$		0.16		$	0.29
Weighted average common shares - diluted	26,223,236					20,760,000				23,506,461				20,760,000
Other Data - Continuing Operations:
- Depreciation and amortization	$		9,620			$		10,200		$		19,460		$	20,120
- Interest expense	$		18,340			$		20,030		$		37,200		$	39,950
- Debt extinguishment costs	$		7,440			$		—		$		7,440		$	—
- Other expense, net	$		980			$		1,140		$		2,140		$	1,920
- Income tax expense (benefit)	$		(1,870		)	$		3,250		$		3,060		$	6,280
- Advisory Services Agreement termination fee	$		10,000			$		—		$		10,000		$	—
- Costs for early termination of operating leases	$		4,230			$		—		$		4,230		$	—

(2)See Appendix I for reconciliation of the Non-GAAP financial measure Adjusted EBITDA to the Company’s reported results of operations prepared in accordance with U.S. GAAP.

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Second Quarter Segment Results

Packaging Systems - Sales increased 5.1% as a result of further market penetration of new products offset by a customer loss. Operating profit increased in line with revenue growth.

Energy Products - Sales increased 5.9% due to continued sales growth in our refinery and petrochemical business, offset by a decline in sales of engine and repair parts due to lower levels of natural gas drilling activity in Western Canada. Operating profit margin declined due to sales mix changes and volume declines in our engine and repair parts business which resulted in under absorption of operating expenses.

Industrial Specialties – Sales increased 19.0% due to continued strong market demand and product expansion in our aerospace fastener and industrial cylinder businesses. Operating profit increased in line with revenue growth.

RV & Trailer Products - Sales increased 3.1% due to market share gains partially offset by soft end market demand. Operating profit decreased due principally to launch costs associated with a new manufacturing facility in Thailand.

Recreational Accessories - Sales decreased approximately 5.0% due to lower installer end market demand partially offset by increased market share. Operating profit improved approximately $1.2 million, however, as a result of sourcing initiatives and other productivity improvements implemented in the second half of 2006.

Initial Public Offering

TriMas completed an initial public offering of common shares on May 17, 2007 and began trading on the NYSE, with the ticker symbol TRS. Total costs and expenses associated with the use of IPO proceeds were $21.6 million. Of this amount, $10.0 million related to termination of an advisory services agreement, $7.4 million were debt extinguishment costs associated with the early retirement of $100.0 million face value of senior subordinated notes, and $4.2 million were costs for the early termination of operating leases.

TriMas received $126.5 million in net cash proceeds from the IPO of which $104.9 million was used to retire $100.0 million face value of it senior subordinated notes, including a $4.9 million call premium. Remaining net proceeds of $21.6 million, together with revolving credit borrowings and cash on hand of $10.1 million, were used to fund payments of $21.7 million for the early termination of operating leases and the acquisition of underlying equipment assets and $10.0 million for the termination of an advisory services agreement.

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Financial Position

TriMas ended the quarter with total debt of $622.0 million and funding under our receivables securitization of $48.8 million for a total of $670.8 million. Total debt and receivables securitization decreased by $102.7 million when compared to the year ago period, due principally to the retirement of $100 million face value of our senior subordinated notes with proceeds from the IPO. TriMas ended the quarter with cash of $2.7 million and $118.4 million of availability under our existing revolving credit facilities and receivables securitization facility.

Product Line Expansion

On July 12, 2007, TriMas’ Cequent Towing Products business announced that it had acquired Quest Technologies’ “Fifth Gear” product line. The addition of the Fifth Gear product line complements Cequent’s portfolio of products targeting the recreational vehicle market, utilizing its Reese®, Draw-Tite® and Hidden Hitch® brands, while expanding the company’s leadership position in the growing fifth-wheel trailer market. Grant Beard commented, “The Fifth Gear product line is an ideal product extension to our heavy-duty towing line. Moreover, it is a seamless fit into our organization and is already allowing us to further leverage our world-class manufacturing operation in Goshen, Indiana.”

Outlook

TriMas expects full year 2007 Adjusted EBITDA from continuing operations (excluding $14.2 million of costs and expenses related to the use of IPO proceeds) to range from $148.0 million to $156.0 million, as compared to $137.7 million for 2006.

The above outlook does not include the impact of any future unidentified restructuring charges and sales or acquisitions of operating assets that may occur from time to time due to management decisions and changing business circumstances. The outlook above also does not include the impact of any potential future non-cash impairment charges of goodwill, intangibles and fixed assets. The Company is currently unable to forecast the likelihood of occurrence, timing and/or magnitude of any such amounts or events. See also “Cautionary Notice Regarding Forward-Looking Statements” included on page 5 of this release.

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Conference Call

TriMas will broadcast its second quarter earnings conference call on Thursday, August 2, 2007 at 2:00 p.m. EDT. 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. The visual presentation that will accompany the call will be available on the Company’s website at www.trimascorp.com two (2) hours prior to the call.

To participate by phone, please dial: (866) 814-1913. Callers should ask to be connected to the TriMas second quarter conference call (reservation number 1121377). If you are unable to participate during the live teleconference, a replay of the conference call will be available beginning August 2^nd at 5:00 p.m. EDT through August 9^th at 11:59 p.m. EDT. To access the replay, please dial: (866) 837-8032 and use reservation number 1121377.

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 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

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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 five strategic business groups: Packaging Systems, Energy Products, Industrial Specialties, RV & Trailer Products, and Recreational Accessories. TriMas has nearly 5,000 employees at 80 different facilities in 10 countries. For more information, visit www.trimascorp.com.

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

	June 30,						December 31,
	2007						2006
Assets
Current assets:
Cash and cash equivalents	$				2,720		$			3,600
Receivables, net	114,420						99,240
Inventories, net	172,380						165,360
Deferred income taxes	24,310						24,310
Prepaid expenses and other current assets	6,540						7,320
Assets of discontinued operations held for sale	—						11,770
Total current assets	320,370						311,600
Property and equipment, net	186,380						165,200
Goodwill	527,500						529,730
Other intangibles, net	230,290						240,120
Other assets	36,190						39,410
Total assets	$		1,300,730				$	1,286,060
Liabilities and Shareholders’ Equity
Current liabilities:
Current maturities, long-term debt	$			8,960			$	9,700
Accounts payable	122,240						100,070
Accrued liabilities	68,650						71,970
Liabilities of discontinued operations	—						23,530
Total current liabilities	199,850						205,270
Long-term debt	613,010						724,790
Deferred income taxes	89,370						89,940
Other long-term liabilities	37,740						33,280
Total liabilities	939,970						1,053,280
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: 33,409,500 and 20,759,500 shares at June 30, 2007 and December 31, 2006, respectively	330						210
Paid-in capital	525,530						399,070
Accumulated deficit	(211,480					)	(215,220				)
Accumulated other comprehensive income	46,380						48,720
Total shareholders’ equity	360,760						232,780
Total liabilities and shareholders’ equity	$	1,300,730					$		1,286,060

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

	Three months ended June 30,							Six months ended June 30,
	2007			2006				2007			2006
Net sales	$	290,830		$	279,640			$	577,520		$	552,670
Cost of sales	(209,530		)	(204,580			)	(416,930		)	(404,270			)
Gross profit	81,300			75,060				160,590			148,400
Selling, general and administrative expenses	(45,670		)	(44,180			)	(91,450		)	(88,680			)
Advisory services agreement termination fee	(10,000		)	—				(10,000		)	—
Costs for early termination of operating leases	(4,230		)	—				(4,230		)	—
Gain (loss) on dispositions of property and equipment	300			80				130			(100			)
Operating profit	21,700			30,960				55,040			59,620
Other expense, net:
Interest expense	(18,340		)	(20,030			)	(37,200		)	(39,950			)
Debt extinguishment costs	(7,440		)	—				(7,440		)	—
Other, net	(980		)	(1,140			)	(2,140		)	(1,920			)
Other expense, net	(26,760		)	(21,170			)	(46,780		)	(41,870			)
Income (loss) from continuing operations before income tax benefit (expense)	(5,060		)	9,790				8,260			17,750
Income tax benefit (expense)	1,870			(3,250			)	(3,060		)	(6,280			)
Income (loss) from continuing operations	(3,190		)	6,540				5,200			11,470
Loss from discontinued operations, net of income tax benefit (expense)	—			(4,030			)	(1,340		)	(5,370			)
Net income (loss)	$	(3,190	)	$		2,510		$	3,860		$		6,100
Earnings (loss) per share - basic:
Continuing operations	$	(0.12	)	$		0.32		$	0.22		$		0.57
Discontinued operations, net of income tax benefit (expense)	—			(0.20			)	(0.06		)	(0.27			)
Net income (loss) per share	$	(0.12	)	$		0.12		$	0.16		$		0.30
Weighted average common shares - basic	26,223,236			20,010,000				23,506,461			20,010,000
Earnings (loss) per share - diluted:
Continuing operations	$	(0.12	)	$		0.31		$	0.22		$		0.55
Discontinued operations, net of income tax benefit (expense)	—			(0.19			)	(0.06		)	(0.26			)
Net income (loss) per share	$	(0.12	)	$		0.12		$	0.16		$		0.29
Weighted average common shares - diluted	26,223,236			20,760,000				23,506,461			20,760,000

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

	Six months ended June 30,
	2007			2006
Net income	$	3,860		$	6,100
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on dispositions of property and equipment	70			3,130
Depreciation	11,660			11,850
Amortization of intangible assets	7,800			8,290
Amortization of debt issue costs	3,970			2,710
Deferred income taxes	770			(450		)
Non-cash compensation expense	120			830
Net proceeds from sale of receivables and receivables securitization	33,330			18,100
Increase in receivables	(48,230		)	(31,810		)
Increase in inventories	(7,850		)	(7,070		)
(Increase) decrease in prepaid expenses and other assets	2,630			(160		)
Increase in accounts payable and accrued liabilities	16,500			6,220
Other, net	1,310			(400		)
Net cash provided by operating activities	25,940			17,340
Cash Flows from Investing Activities:
Capital expenditures	(14,860		)	(11,170		)
Acquisition of leased assets	(29,960		)	(3,140		)
Net proceeds from disposition of businesses and other assets	5,850			930
Net cash used for investing activities	(38,970		)	(13,380		)
Cash Flows from Financing Activities:
Proceeds from sale of common stock in connection with the Company’s initial public offering, net of issuance costs	126,460			—
Repayments of borrowings on senior credit facilities	(1,730		)	(1,360		)
Proceeds from borrowings on revolving credit facilities	248,370			375,990
Repayments of borrowings on revolving credit facilities	(260,950		)	(380,920		)
Retirement of senior subordinated notes	(100,000		)	—
Net cash provided by (used for) financing activities	12,150			(6,290		)
Cash and Cash Equivalents:
Decrease for the period	(880		)	(2,330		)
At beginning of period	3,600			3,730
At end of period	$	2,720		$	1,400
Supplemental disclosure of cash flow information:
Cash paid for interest	$	34,510		$	33,920
Cash paid for taxes	$	5,010		$	6,730

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TriMas Corporation

Company and Business Segment Financial Information

	Three Months Ended June 30,						Six Months Ended June 30,
(unaudited - dollars in thousands)	2007			2006			2007			2006
Packaging Systems
Net sales	$	56,700		$	53,940		$	110,450		$	105,040
Operating profit	$	10,820		$	9,850		$	19,820		$	18,030
Operating profit as a % of sales	19.1		%	18.3		%	17.9		%	17.2		%
Energy Products
Net sales	$	41,020		$	38,720		$	82,600		$	78,670
Operating profit	$	5,660		$	5,550		$	12,070		$	11,470
Operating profit as a % of sales	13.8		%	14.3		%	14.6		%	14.6		%
Industrial Specialties
Net sales	$	56,010		$	47,070		$	108,850		$	91,510
Operating profit	$	12,640		$	9,860		$	24,910		$	18,270
Operating profit as a % of sales	22.6		%	20.9		%	22.9		%	20.0		%
RV & Trailer Products
Net sales	$	53,070		$	51,480		$	106,480		$	107,340
Operating profit	$	6,010		$	6,380		$	12,470		$	14,650
Operating profit as a % of sales	11.3		%	12.4		%	11.7		%	13.6		%
Recreational Accessories
Net sales	$	84,030		$	88,430		$	169,140		$	170,110
Operating profit	$	7,360		$	6,210		$	12,500		$	10,350
Operating profit as a % of sales	8.8		%	7.0		%	7.4		%	6.1		%
Other Data - Continuing Operations:
- Corporate expenses and management fees	$	6,560		$	6,890		$	12,500		$	13,150
- Depreciation and amortization	$	9,620		$	10,200		$	19,460		$	20,120
- Interest expense	$	18,340		$	20,030		$	37,200		$	39,950
- Debt extinguishment costs	$	7,440		$	—		$	7,440		$	—
- Other expense, net	$	980		$	1,140		$	2,140		$	1,920
- Income tax expense (benefit)	$	(1,870	)	$	3,250		$	3,060		$	6,280
- Advisory Services Agreement termination fee	$	10,000		$	—		$	10,000		$	—
- Costs for early termination of operating leases	$	4,230		$	—		$	4,230		$	—

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Appendix I

TriMas Corporation

Reconciliation of Non-GAAP Measure Adjusted EBITDA (1)

(Unaudited – dollars in thousands)

	Three months ended					Six months ended
	June 30, 2007			June 30, 2006		June 30, 2007		June 30, 2006
Net income (loss)	$	(3,190	)	$	2,510	$	3,860	$	6,100
Income tax expense (benefit)	(1,870		)	440		3,110		2,620
Interest expense	18,340			20,030		37,200		39,950
Debt extinguishment costs	7,440			—		7,440		—
Depreciation and amortization	9,620			10,230		19,460		20,140
Adjusted EBITDA, total company	30,340			33,210		71,070		68,810
Negative Adjusted EBITDA, discontinued operations	—			6,830		1,290		9,020
Adjusted EBITDA, continuing operations	$	30,340		$	40,040	$	72,360	$	77,830

The following represents certain costs and expenses relating to our use of IPO proceeds that are included in the determination of net income (loss) under GAAP and are not added back to net income in determining Adjusted EBITDA, but that we would consider in evaluating the quality of our Adjusted EBITDA.

	Three months ended				Six months ended
	June 30, 2007		June 30, 2006		June 30, 2007		June 30, 2006
Costs and expenses related to use of IPO proceeds that have reduced Adjusted EBITDA:
Advisory Services Agreement termination fee	$	10,000	$	—	$	10,000	$	—
Costs for early termination of operating leases	4,230		—		4,230		—
Total	$	14,230	$	—	$	14,230	$	—

(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 charges and write-offs, and non-cash losses on sale-leaseback of property. 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.

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Appendix II

TriMas Corporation

Impact of Costs and Expenses Related to Use of IPO Proceeds

(Unaudited)

(dollars in thousands, except for share amounts)	Operating Income		Income (Loss)(2)			Earnings (Loss) Per Share Diluted(3)			Adjusted EBITDA(4)
As reported(1) - Three months ended June 30, 2007	$	21,700	$	(3,190	)	$	(0.12	)	$	30,340
Costs and expenses related to use of IPO proceeds that have reduced our results as reported under U.S. GAAP(5):
Advisory Services Agreement termination fee	$	10,000	$	6,300		$	0.24		$	10,000
Costs for early termination of operating leases	4,230		2,660			0.10			4,230
Debt extinguishment costs	—		4,690			0.18			—
Total	$	14,230	$	13,650		$	0.52		$	14,230

	Operating  Income			Income (Loss)(2)			Earnings Per Share  Diluted(3)			Adjusted  EBITDA(4)
As reported(1) - Six months ended June 30, 2007	$		55,040	$		5,200	$		0.22	$		72,360
Costs and expenses related to use of IPO proceeds that have reduced our results as reported under U.S. GAAP(5):
Advisory Services Agreement termination fee	$	10,000		$	6,300		$	0.27		$	10,000
Costs for early termination of operating leases	4,230			2,660			0.11			4,230
Debt extinguishment costs	—			4,690			0.20			—
Total	$		14,230	$		13,650	$		0.58	$		14,230

(1)Operating Income, Income (Loss), Earnings (Loss) Per Share - Diluted and Adjusted EBITDA, all from continuing operations.

(2)Impact of costs and expenses related to the use of IPO proceeds, tax-effected at 37%.

(3)Per share impacts of costs and expenses related to the use of IPO proceeds based on diluted shares outstanding of 26,223,236 and 23,506,461, respectively, for the three and six months ended June 30, 2007.

(4)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 charges and write-offs, and non-cash losses on sale-leaseback of property. 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.

(5)Represents certain costs and expenses relating to our use of IPO proceeds that are included in the determination of net income (loss), earnings (loss) per share and operating income under U.S. GAAP and are not added back to net income in determining Adjusted EBITDA, but that we would consider in evaluating the quality of our Adjusted EBITDA and underlying financial results under U.S. GAAP.

12

EX-99.2

Exhibit 99.2

Second Quarter 2007 Earnings Call August 2, 2007

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, 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 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. Safe Harbor Statement

2007 Second Quarter Summary Record sales of $290.8 million in Q2 2007 Increased sales and operating earnings in 4 of 5 segments Excluding the impact of costs and expenses related to the use of IPO proceeds: Operating profit would have improved 16.1% to $35.9 million, as compared to $31.0 million in second quarter 2006 Adjusted EBITDA would have increased 11.3% to $44.6 million, as compared to $40.0 million in second quarter 2006 The Company’s operating profit and Adjusted EBITDA, as reported, was $21.7 million was $30.3 million, respectively, including $14.2 million of costs and expenses related to the use of IPO proceeds Excluding the after-tax impact of costs and expenses related to the use of IPO proceeds: Income from continuing operations would have improved 59.9% to $10.5 million, or $0.40 per share, as compared to $6.5 million, or $0.31 per share on a fully-diluted basis in second quarter 2006. The Company’s reported net loss of $3.2 million, or $0.12 per share on a fully-diluted basis, included the after-tax impact of costs and expenses related to the use of IPO proceeds of $13.7 million, or $0.52 per share.

Second Quarter 2007 Operating Highlights

Packaging Systems Sales increase due to continued market penetration and introduction of new products Sales of core industrial products flat with Q2 2006 Laminates business continues to be heavily influenced by North America construction markets Growth in Adjusted EBITDA and operating profit in line with sales growth Expect sales in our closure business to exceed GDP due to continued market penetration of new products Net Sales Adjusted EBITDA Q2-07 Q2-06 Operating Profit $53.9 $56.7 ($ in millions) Q2-07 Q2-06 $13.3 $14.1 Q2-07 Q2-06 $9.8 $10.8 +5.1% +6.0% +9.8%

Energy Products Continued strong sales of gaskets to refinery and petrochemical industries due to product expansion and continued high levels of capacity utilization Sales of engine and well-site repair parts declined between years due to sluggish drilling activity in Western Canada Expect engine business to benefit from additional well-site new product introductions – compressors and accumulators Expect continued strong end-market demand in the refining and petrochemical industries Q2-07 Q2-06 $38.7 $41.0 Q2-07 Q2-06 $6.2 $6.3 Q2-07 Q2-06 $5.6 $5.7 +5.9% +1.6% +2.0% ($ in millions) Net Sales Adjusted EBITDA Operating Profit

Industrial Specialties Sales of aerospace products increased 28.4% as compared to Q2 2006 fueled by introduction of new products and market share gains Market demand for industrial cylinders and shell casings remains strong as sales increased 24.4% and 23.0%, respectively, compared to Q2 2006 Demand expected to continue at or above GDP levels Q2-07 Q2-06 $47.1 $56.0 Q2-07 Q2-06 $11.1 $13.8 Q2-07 Q2-06 $9.9 $12.6 +19.0% +24.2% +28.2% ($ in millions) Net Sales Adjusted EBITDA Operating Profit

RV & Trailer Products Sales increased 3.1% in an end market estimated to be 12% lower compared to prior year levels Declines in profitability due principally to closure costs of our Wakerley, Australia facility and launch costs for new programs in Thailand Focus is on gaining share in North America via new products and service levels with cost reductions via sourcing initiatives expected to continue Q2-07 Q2-06 $51.5 $53.1 Q2-07 Q2-06 $8.3 $7.8 Q2-07 Q2-06 $6.4 $6.0 +3.1% -5.7% -5.8% ($ in millions) Net Sales Adjusted EBITDA Operating Profit

Recreational Accessories Sales decreased 5.0% but the group outperformed its end markets which were estimated to be 12% lower compared to prior year levels Improved profitability compared to Q2 2006 as the benefits of sourcing initiatives and other cost reduction activities were realized Weak end-market demand in the installer and distributor market channels expected to continue for the foreseeable future Acquisition of “Fifth Gear” product line from Quest Technologies completed in July 2007 and integrated into our Goshen, Indiana plant Q2-07 Q2-06 $88.4 $84.0 Q2-07 Q2-06 $9.1 $9.7 Q2-07 Q2-06 $6.2 $7.4 -5.0% +7.0% +18.5% ($ in millions) Net Sales Adjusted EBITDA Operating Profit

Second Quarter 2007 Financial Highlights

Initial Public Offering of Stock Sold 12.7 million share at $11.00 per share Net proceeds to the Company of $126.5 million, after consideration of underwriting discounts and commissions and other offering expenses of $12.7 million. Net proceeds of the offering, together with $10.1 million of revolving credit borrowings and cash-on-hand, are detailed below.Sources and Uses ($ in 000's) Net proceeds of initial public offering of common stock $126,460 Revolving credit borrowings and cash-on-hand 10,160 Total sources $136,620 Retirement of senior subordinated notes $100,000 Call premium associated with senior subordinated notes 4,940 Advisory services agreement termination fee 10,000 Early termination of operating leases and acquisition of underlying machinery and equipment 21,680 Total uses $136,620

2007 Second Quarter Results (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 before interest, taxes, depreciation, amortization, non-cash asset and goodwill impairment write-offs, and non-cash losses on sale-leaseback of property and equipment. Three Months Ended June 30, 2007 As a Percentage of Net Sales 2006 As a Percentage of Net Sales MDA % change (dollars in thousands) Net Sales: Packaging Systems $56,700 19.5% $53,940 19.3% $2.8 5.2% Energy Products 41,020 14.1% 38,720 13.8% 2.3 5.9% Industrial Specialties 56,010 19.3% 47,070 16.8% 8.9 18.9% RV & Trailer Products 53,070 18.2% 51,480 18.4% 1.6 3.1% Recreational Accessories . 84,030 28.9% 88,430 31.6% (4.4) -5.0% Total $290,830 100.0% $279,640 100.0% $11.2 4.0% Gross Profit: Packaging Systems $17,450 30.8% $16,240 30.1% $1.2 7.4% Energy Products 11,790 28.7% 11,050 28.5% 0.7 6.3% Industrial Specialties 17,240 30.8% 13,820 29.4% 3.4 24.6% RV & Trailer Products 12,010 22.6% 11,210 21.8% 0.8 7.1% Recreational Accessories 22,810 27.1% 22,740 25.7% 0.1 0.4% Total $81,300 28.0% $75,060 26.8% $6.2 8.3% Selling, General and Administrative: Packaging Systems $6,950 12.3% $6,390 11.8% $0.6 9.4% Energy Products 6,120 14.9% 5,470 14.1% 0.7 12.8% Industrial Specialties 4,620 8.2% 3,960 8.4% 0.7 17.7% RV & Trailer Products 5,980 11.3% 4,820 9.4% 1.2 24.9% Recreational Accessories 15,430 18.4% 16,650 18.8% (1.2) -7.2% Corporate expenses and management fees 6,580 N/A 6,890 N/A (0.3) N/A Total $45,680 15.7% $44,180 15.8% $1.5 3.4% Operating Profit: Packaging Systems $10,820 19.1% $9,850 18.3% $1.0 10.2% Energy Products 5,660 13.8% 5,550 14.3% 0.1 1.8% Industrial Specialties 12,640 22.6% 9,860 20.9% 2.8 28.4% RV & Trailer Products 6,010 11.3% 6,380 12.4% (0.4) -6.3% Recreational Accessories 7,360 8.8% 6,210 7.0% 1.2 19.3% Corporate expenses and management fees (20,790) N/A (6,890) N/A (13.9) N/A Total $21,700 7.5% $30,960 11.1% $(9.3) -30.0% Adjusted EBITDA: Packaging Systems $14,100 24.9% $13,300 24.7% $0.8 6.0% Energy Products 6,260 15.3% 6,160 15.9% 0.1 1.6% Industrial Specialties 13,810 24.7% 11,120 23.6% 2.7 24.3% RV & Trailer Products 7,840 14.8% 8,310 16.1% (0.5) -6.0% Recreational Accessories 9,680 11.5% 9,050 10.2% 0.6 6.6% Corporate expenses and management fees (21,350) N/A (7,900) N/A (13.5) N/A Subtotal from continuing operations 30,340 10.4% 40,040 14.3% $(9.7) -24.2% Discontinued operations - N/A (6,830) N/A Total company $30,340 10.4% $33,210 11.9%

2007 Second Quarter Results Impact of costs and expenses related to the use of IPO proceeds on reported results of operations (Unaudited - $ in thousands, except for share amounts) Earnings (Loss) Operating Income Income (Loss) (2) Per Share - Diluted (3) Adjusted EBITDA (4) As reported - Three months ended June 30, 2007 $21,700 $(3,190) $(0.12) $30,340 Costs and expenses related to use of IPO Proceeds Advisory Services Agreement termination fee 10,000 6,300 0.24 10,000 Costs for early termination of operating leases 4,230 2,660 0.10 4,230 Debt extinguishment costs - 4,690 0.18 - Total $14,230 $13,650 $0.52 $14,230 Earnings Operating Income Income (Loss) (2) Per Share - Diluted (3) Adjusted EBITDA (4) As reported - Six months ended June 30, 2007 $55,040 $5,200 $0.22 $72,360 Costs and expenses related to use of IPO Proceeds Advisory Services Agreement termination fee 10,000 6,300 0.27 10,000 Costs for early termination of operating leases 4,230 2,660 0.11 4,230 Debt extinguishment costs - 4,690 0.20 - Total $14,230 $13,650 $0.58 $14,230

TriMas Capitalization At June 30, 2007, TriMas had $2.7 million in cash and approximately $118.4 million of available liquidity under its existing revolving credit facilities and securitization program. ($ in thousands) “June 30, 2007” "June 30, 2006” “December 31, 2006” Cash and Cash Equivalents $2,720 $1,400 $3,600 Working Capital Revolver $3,920 $4,820 $14,710 Term Loan B 258,050 254,960 259,350 Other Debt 23,110 25,240 23,890 Subtotal, Senior Secured Debt 285,080 285,020 297,950 9.875% Senior Sub Notes due 2012 336,890 436,450 436,540 Total Debt $621,970 $721,470 $734,490 Total Shareholders' Equity $360,760 $363,220 $232,780 Total Capitalization $982,730 $1,084,690 $967,270 Memo: A/R Securitization$48,770 $52,000 $19,560 Total Debt + A/R Securitization $670,740 $773,470 $754,050 Key Ratios: Bank LTM EBITDA $159,290 $144,570 $147,760 Coverage Ratio 2.09x 1.89x 1.87x Leverage Ratio 4.21x 5.23x 5.10x

2007 Outlook Guidance

Second Quarter 2007 Summary Record sales for the quarter Solid operating performance and improved profitability, before one-time costs and expenses related to the use of IPO proceeds Successful completion of IPO Total debt reduction, including A/R Securitization, of $102.7 Million vs. Q2 2006 Focus is on disciplined growth, continued debt reduction and organizational development

Q & A

Appendix

Balance Sheet (Unaudited - $ in thousands) June 30, December 31, 2007 2006 Assets Current assets: Cash and cash $2,720 $3,600 Receivables, net 114,420 99,240 Inventories, 172,380 165,360 Deferred income taxes 24,310 24,310 Prepaid expenses and other current assets 6,540 7,320 Assets of discontinued operations held for sale - 11,770 Total current assets 320,370 311,600 Property and equipment, 186,380 165,200 Goodwill 527,500 529,730 Other intangibles, net 230,290 240,120 Other assets 36,190 39,410 Total assets $1,300,730 $1,286,060 Liabilities and Shareholders' Equity Current liabilities: Current maturities, long-term debt $8,960 $9,700 Accounts payable 122,240 100,070 Accrued 68,650 71,970 Liabilities of discontinued - 23,530 Total current 199,850 205,270 Long-term debt 613,010 724,790 Deferred income 89,370 89,940 Other long-term 37,740 33,280 Total liabilities 939,970 1,053,280 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: 33,409,500 and 20,759,500 shares at June 30, 2007 and December 31, 2006, respectively 330 210 Paid-in capital 525,530 399,070 Accumulated deficit (211,480) (215,220) Accumulated other comprehensive income 46,380 48,720 Total shareholders' equity 360,760 232,780 Total liabilities and shareholders' equity $1,300,730 $1,286,060

Statement of Operations (Unaudited - $ in thousands) Three Months Ended June 30, Six Months Ended June 30, 2007 2006 2007 2006 Net sales $290,830 $279,640 $577,520 $552,670 Cost of sales (209,530) (204,580) (416,930) (404,270) Gross profit 81,300 75,060 160,590 148,400 Selling, general and administrative expenses (45,670) (44,180) (91,450) (88,680) Advisory services agreement termination fee (10,000) - (10,000) - Costs for early termination of operating leases (4,230) - (4,230) - Gain (loss) on dispositions of property and equipment 300 80 130 (100) Operating profit 21,700 30,960 55,040 59,620 Other expense, net: Interest expense (18,340) (20,030) (37,200) (39,950) Debt extinguishment costs (7,440) - (7,440) - Other, net (980) (1,140) (2,140) (1,920) Other expense, net (26,760) (21,170) (46,780) (41,870) Income (loss) from continuing operations before income tax benefit (expense)… (5,060) 9,790 8,260 17,750 Income tax benefit (expense) 1,870 (3,250) (3,060) (6,280) Income (loss) from continuing operations $(3,190) $6,540 $5,200 $11,470

Statement of Operations (cont’d) (Unaudited - $ in thousands, except for share amounts) Three Months Ended June 30, Six Months Ended June 30, 2007 2006 2007 2006 Income (loss) from continuing operations $(3,190) $6,540 $5,200 $11,470 Loss from discontinued operations, net of income taxes - (4,030) (1,340) (5,370) Net (loss) income $(3,190) $2,510 $3,860 $6,100 Earnings (loss) per share - basic: Continuing operations $(0.12) $0.32 $0.22 $0.57 Discontinued operations, net of income taxes - (0.20) (0.06) (0.27) Net income (loss) per share $(0.12) $0.12 $0.16 $0.30 Weighted average common shares - basic 26,223,236 20,010,000 23,506,461 20,010,000 Earnings (loss) per share - diluted: Continuing operations $(0.12) $0.31 $0.22 $0.55 Discontinued operations, net of income taxes - (0.19) (0.06) (0.26) Net income (loss) per share $(0.12) $0.12 $0.16 $0.29 Weighted average common shares - diluted 26,223,236 20,760,000 23,506,461 20,760,000

Cash Flow Highlights For the Six Months Ended June 30, (Unaudited - $ in thousands) 2007 2006 Cash provided by operating activities $25,940 $17,340 Capital expenditures (14,860) (11,170) Acquisition of leased assets (29,960) (3,140) Net proceeds from disposition of businesses and other assets 5,850 930 Cash used for investing activities (38,970) (13,380) Proceeds from sale of common stock in connection with the Company's initial public offering, net of issuance costs 126,460 - Repayments of borrowings on senior credit facilities (1,730) (1,360) Proceeds from borrowings on revolving credit facilities 248,370 375,990 Repayments of borrowings on revolving credit facilities (260,950) (380,920) Retirement of senior subordinated notes (100,000) - Cash used for financing activities 12,150 (6,290) Net decrease in cash and cash equivalents $(880) $(2,330)

Reconciliation of Non-GAAP Measure Adjusted EBITDA (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 charges and write-offs, non-cash losses on sale-leaseback of property and equipment and write-off of equity offering costs. 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. (1) (Unaudited - $ in thousands) The following represents certain costs and expenses relating to our use of IPO proceeds that are included in the determination of net income (loss) under GAAP and are not added back to net income in determining Adjusted EBITDA, but that we would consider in evaluating the quality of our Adjusted EBITDA. (Unaudited - $ in thousands) Three months ended Six months ended June 30, June 30, June 30, June 30, 2007 2006 2007 2006 Net income (loss) $(3,190) $2,510 $3,860 $6,100 Income tax expense (benefit) (1,870) 440 3,110 2,620 Interest expense 18,340 20,030 37,200 39,950 Debt extinguishment costs 7,440 - 7,440 - Depreciation and amortization 9,620 10,230 19,460 20,140 Adjusted EBITDA, total company 30,340 33,210 71,070 68,810 Negative Adjusted EBITDA, discontinued operations - 6,830 1,290 9,020 Adjusted EBITDA, continuing operations $30,340 $40,040 $72,360 $77,830 Costs and expenses related to use of IPO proceeds that have reduced Adjusted EBITDA: Advisory Services Agreement termination fee $10,000 $- $10,000 $- Costs for early termination of operating leases 4,230 - 4,230 - Total $14,230 $- $14,230 $-

Impact of Costs and Expenses Related to Use of IPO Proceeds (1) Operating Income, Income (Loss), Earnings (Loss) Per Share - Diluted and Adjusted EBITDA, all from continuing operations, as adjusted for the impacts of transaction costs and expenses associated with the use of proceeds resulting from completion of the Company’s IPO in May 2007.(2) Costs and expenses associated with the use of IPO proceeds, tax-effected at 37%. (3) Per share impacts based on diluted shares outstanding of 26,223,236 and 23,506,461, respectively, for the three and six months ended June 30, 2007. See definition at slide 22.  Earnings (Loss) (dollars in thousands, except for share amounts) Operating Income Income (Loss)(2) Per Share - Diluted(3) Adjusted EBITDA(4) As reported(1) - Three months ended June 30, 2007 $21,700 $(3,190) $(0.12) $30,340 Costs and expenses related to use of IPO proceeds that have reduced our results as reported under U.S. GAAP (5): Advisory Services Agreement termination fee $10,000 $6,300 $0.24 $10,000 Costs for early termination of operating leases 4,230 2,660 0.10 4,230 Debt extinguishment costs - 4,690 0.18 - Total $14,230 $13,650 $0.52 $14,230 Earnings Operating Income Income (Loss) (2) Per Share - Diluted (3) Adjusted EBITDA(4) As reported(1) - Six months ended June 30, 2007 $55,040 $5,200 $0.22 $72,360 Costs and expenses related to use of IPO proceeds that have reduced our results as reported under U.S. GAAP (5): Advisory Services Agreement termination fee $10,000 $6,300 $0.27 $10,000 Costs for early termination of operating leases 4,230 2,660 0.11 4,230 Debt extinguishment costs - 4,690 0.20 - Total $14,230 $13,650 $0.58 $14,230

Key Covenant Calculations (Unaudited - $ in thousands) Leverage Ratio Total Indebtedness at June 30, 2007 (1) $670,740 LTM EBITDA, as defined (2) $159,290 Leverage Ratio - Actual 4.21 X Leverage Ratio - Covenant 5.65 X Coverage Ratio LTM EBITDA, as defined (2 $159,290 Cash Interest Expense (2) $76,230 Coverage Ratio - Actual 2.09 X Coverage Ratio - Covenant 1.70 X Notes: (1) As defined in our Amended and Restated Credit Agreement. (2) LTM EBITDA and Cash Interest Expense, as defined

LTM EBITDA as Defined in Credit Agreement (Unaudited - $ in thousands)Reported net loss for the twelve months ended June 30, 2007 $(131,150) Interest expense, net (as defined) 76,310 Income tax expense (benefit) (6,030) Depreciation and amortization 38,060 Extraordinary non-cash charges 132,260 Heartland monitoring fee 14,000 Interest equivalent costs 4,200 Non-recurring expenses in connection with acquisition integration 480 Other non-cash expenses or losses 2,050 Non-recurring expenses or costs for cost savings projects 830 Losses on early termination of operating leases from net proceeds of an IPO 4,230 Debt extinguishment costs 16,050 Non-cash expenses related to equity grants 640 Discontinued operations 7,360 Bank EBITDA - LTM Ended June 30, 2007 (1) $159,290 (1) As defined in the Amended and Restated Credit Agreement dated August 2, 2006.