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OMB APPROVAL OMB Number:
3235-0060 UNITED
STATES Washington, D.C. 20549 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) March 10, 2009 TRIMAS
CORPORATION (Exact
name of registrant as specified in its charter) Delaware 001-10716 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) Registrants 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 Corporation) issued a press release and held a teleconference on March 10,
2009, reporting its financial results for the fourth quarter and fiscal year
ending December 31, 2008. 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 Corporations website at
www.trimascorp.com. The
information furnished pursuant to this Item 2.02, including Exhibits 99.1 and
99.2, shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to
the liabilities under that Section and shall not be deemed to be
incorporated by reference into any filing of the Corporation under the
Securities Act of 1933 or the Exchange Act. Item
9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are furnished
herewith: Exhibit No. Description 99.1 Press Release 99.2 The Corporations visual presentation titled Fourth Quarter 2008 Earnings Presentation 2
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: March 10, 2009 By: /s/ David M. Wathen Name: David M. Wathen Title: Chief Executive Officer 3 Exhibit 99.1 For more information, contact: Sherry Lauderback VP, Investor Relations & Communications (248) 631-5506 sherrylauderback@trimascorp.com FOR IMMEDIATE RELEASE TRIMAS CORPORATION REPORTS FOURTH QUARTER AND
FULL YEAR RESULTS BLOOMFIELD
HILLS, Michigan, March 10, 2009 TriMas Corporation (NYSE: TRS) today announced financial results for
the fourth quarter and full year ended December 31, 2008. For the year,
the Company reported sales from continuing operations of $1,021.3 million, a
1.8% increase over 2007, and improved earnings performance, excluding the
after-tax impact of $155.0 million of non-cash goodwill and indefinite-lived
intangible asset impairment charges, and severance and business restructuring
costs of $3.1 million, identified as Special Items.(1) FULL YEAR 2008 SUMMARY (from continuing operations) · Full year 2008 sales increased 1.8% to $1,021.3
million. Sales in the Packaging Systems, Energy Products and Industrial
Specialties segments increased 6.2%, 30.8% and 8.4%, respectively, as a result
of new product launches, geographic expansion and increased market demand.
Sales in the RV & Trailer Products and Recreational Accessories
segments declined 12.2% and 12.1%, respectively, due to lower demand as a
result of reduced consumer discretionary spending and current economic
uncertainty. · The Company reported a loss of $128.6 million in
2008, or $3.85 per share, compared to a loss of $161.2 million, or $5.66 per
share in 2007. Excluding the impact of Special Items in both periods, 2008
income would have improved 45.3% to $29.9 million, or $0.89 per share, as
compared to $20.5 million, or $0.72 per share in 2007. · Adjusted EBITDA(2) for 2008 was
$139.0 million, compared to $115.1 million in 2007. Excluding the impact of
Special Items in both periods, 2008 adjusted EBITDA would have been $144.0
million, an increase of 3.7%, as compared to $138.8 million in 2007. · The Company
recorded non-cash goodwill and indefinite-lived intangible asset impairment
charges of $172.2 million ($155.0 million after-tax) in the fourth quarter of
2008 as a result of the impact on the Companys businesses of declining end
market demand and the significant decline in financial markets given global
recessionary uncertainties. These charges do not affect the Companys cash
flow, liquidity or debt covenant ratios. · Free cash flow(2) (excluding Special Items) for 2008 was
$41.3 million, compared to $19.0 million in 2007. · As
of December 31, 2008, the Company had cash and aggregate availability
under its revolving credit and receivables securitization facility of $131.8
million. · The
Company has accelerated its previously announced Profit Improvement Plan and
increased its estimate for 2009 total cost savings from $15 million to $28
million. The Company continues to pursue cost savings in addition to the $28
million. (1) Appendix I details certain
one-time costs and expenses, non-cash impairments and other charges,
collectively described as Special Items, that are included in the determination
of net income (loss) under GAAP and are not added back to net income (loss) in
determining adjusted EBITDA, but that management would consider important in
evaluating the quality of the Companys adjusted EBITDA and operating results
under GAAP. (2) See
Appendix II for reconciliation of the non-GAAP financial measures adjusted
EBITDA and free cash flow to the Companys reported results of operations
prepared in accordance with GAAP. Additionally, see Appendix I for additional
information regarding Special Items impacting reported GAAP financial measures. 1 During
2008, the Company increased sales, improved operating performance, reduced debt
and lowered its fixed cost structure, said David Wathen, who joined TriMas as
President and Chief Executive Officer in January of this year. Despite
these results, TriMas, like many of our peers, experienced significant declines
in customer demand across our business segments in the fourth quarter as a
result of the global recession. The first quarter of 2009 continues to be
difficult for our customers and we anticipate that this trend will continue. As
we operate in 2009, Wathen continued, we expect that our end markets will be
down approximately 10% to 20%, collectively. While the current environment is
challenging, we are focused on what we can control our strategy, execution
and costs. Our first order of business is to secure our position as the best
cost producer, as we aggressively cut fixed costs and improve productivity and
flexibility throughout our businesses. Our operating premise is to increase our
profitability metrics despite lower sales. We
will employ disciplined capital allocation to support growing end markets and
geographies. We continue to drive working capital out of the businesses to
ensure that we have adequate liquidity to support our business initiatives and
to further enhance our balance sheet. Our priorities remain to aggressively
position the company to best mitigate the end market declines we are facing and
proactively address our leverage. Wathen concluded. Fourth Quarter Results Continuing Operations · The
Companys 2008 fourth quarter net sales decreased 4.0% to $213.1 million, from
$222.1 million for the quarter ended December 31, 2007. Sales in the Energy Products and Industrial
Specialties segments increased 39.0% and 5.5%, respectively, as a result of new
product launches, geographic expansion and increased market demand. Sales in
the Packaging Systems segment were down 7.8%, primarily due to the unfavorable
impact of currency exchange, while sales in the RV & Trailer Products
and Recreational Accessories segments declined 30.5% and 21.3%, respectively,
due to lower demand as a result of reduced consumer discretionary spending and
the current economic recession. · The Company reported an operating loss of $162.1
million for the fourth quarter of 2008, compared to an operating loss of $170.5
million in the fourth quarter of 2007, primarily as a result of the non-cash
goodwill and indefinite-lived asset impairment charges in both years. Excluding
the impact of Special Items, fourth quarter operating profit would have been
$12.7 million, as compared to $13.6 million in 2007. The decline between years
is due primarily to the declines in the RV & Trailer Products and
Recreational Accessories segments, substantially offset by improved operating
performance within the Energy Products segment and lower spending within the
corporate office, largely as a result of the Companys restructuring efforts in
June 2008. · Adjusted EBITDA for the fourth quarter of 2008 was
$25.7 million, compared to $11.3 million in the fourth quarter of 2007.
Excluding the impact of Special Items, adjusted EBITDA would have been $27.7
million in the fourth quarter of 2008, as compared to $20.7 million in the
fourth quarter of 2007, primarily due to the improved operating performance
within the Energy Products segment, lower spending within the corporate office
and a gain on extinguishment of debt, which were partially offset by the
declines in the RV & Trailer Products and Recreational Accessories
segments. · The Company reported a fourth quarter 2008 loss of
$154.0 million, or $4.60 per share, compared to a loss of $168.8 million, or
$5.05 per share, in the fourth quarter of 2007. Excluding Special Items, fourth
quarter income would have improved to $2.6 million, or $0.08 per share, in the
fourth quarter of 2008, as compared to a $0.5 million loss, or a loss of $0.01
per share, in the fourth quarter of 2007. Discontinued Operations During
the fourth quarter of 2008, the Company signed a definitive agreement to sell
certain assets of its subsidiary, Compac Corporation, to LAMTEC Corporation.
Compac, a manufacturer of flame-retardant facings, jacketings, insulation tapes
and other specialty tape products, was part of the Companys Packaging Systems
business segment. The transaction subsequently closed on February 9, 2009,
at which time the Company received approximately $21 million in cash proceeds. 2 Profit Improvement Plan On November 10, 2008, the Company announced its
Profit Improvement Plan, with then projected savings of approximately $15
million in 2009. The
Company has accelerated this program and now expects to realize approximately
$28 million in total cost savings in 2009, resulting from additional headcount
reductions, more rapid consolidation of facilities and business activities and
other cost savings actions. In addition to the approximately $3 million in
non-recurring business restructuring charges in the fourth quarter of 2008, the Company expects to record additional cash
charges of approximately $8 to $9 million as actions are implemented throughout
2009 to achieve the associated $28 million in 2009 cost savings. On
March 5, 2009, the Company also announced the closure of its Mosinee,
Wisconsin manufacturing facility by the end of the third quarter of 2009. The
plans to close this plant, which manufactures trailer winches, jacks and couplers
and is part of the RV & Trailer Products business segment, are
included in the accelerated Profit Improvement Plan described above. The
Mosinee plant operations will be absorbed into lower-cost manufacturing
facilities or included in the Companys expanded strategic sourcing
initiatives. TriMas expects to record a non-recurring cash charge of
approximately $4 to $5 million related to severance and facility closure costs,
which is included in the $8 to $9 million of charges discussed above. We
continue to reduce fixed costs, while driving productivity and flexibility
across our businesses, commented Mark Zeffiro, TriMas Chief Financial Officer.
It is imperative that in this time of
worldwide economic slowdown, we match our costs to the reality of our current
market. The changes we have made and are making in our
organization and business processes will better enable TriMas to navigate the
economic slowdown and provide operational efficiencies that will help us to
drive our financial performance as the marketplace stabilizes and business
conditions improve. We have taken
immediate actions to maximize cash flow by continuing to reduce operating
expenses, working capital and capital expenditures. These steps, in addition to
our outstanding brands, increasingly global footprint and diverse revenue
streams, will provide a solid foundation for the future. Financial Position TriMas
ended the year with cash of $3.9 million and $127.9 million of aggregate
availability under its revolving credit and receivables securitization
facilities. The Company reduced total indebtedness, including amounts
outstanding under its receivables securitization facility, by $27.6 million
from December 31, 2007 to December 31, 2008. TriMas ended the quarter
with total debt of $609.9 million and funding under its receivables
securitization facility of $20.0 million for a total of $629.9 million. During the fourth quarter of 2008, the
Company acquired $8.0 million face value of the Companys senior subordinated
notes in open market transactions at various rates for approximately $4.1
million. The
Company does not have any significant debt maturities under its credit
agreement or subordinated notes until 2012. In addition, the Company completed
the annual renewal of its receivables securitization facility on February 13,
2009. As of December 31, 2008, the
Company was in compliance with all debt covenants. Business Segment Results
Continuing Operations (Excluding the impact of Special Items(3)) Each
of the Companys business segments reported Special Items (primarily non-cash
impairment charges relating to goodwill and indefinite-lived assets) that the
Company believes should be considered in evaluating operating profit. Reported
business segment operating profit, including all Special Items, is presented
within the segment level sales and operating profit table that appears later in
this release and the reader is urged to review this information. As a
supplement, the Company discusses below the business segments excluding the
impact of Special Items to facilitate the comparison of the Companys
operations across periods on a basis consistent with managements analysis. Packaging Systems - Sales for the fourth quarter of 2008 were
down 7.8%, due primarily to the unfavorable impact of currency exchange, while
sales for the full year were up 6.2% due to the increased demand for new
specialty dispensing and other new products, as well as the favorable effects
of currency exchange. Operating 3 profit(3) for the quarter decreased in line with the decline in sales.
Operating profit for the year improved due to increased sales volumes,
partially offset by increases in raw material costs and expenses incurred to
support sales growth initiatives. The Company continues to diversify its
product offering by developing specialty dispensing product applications for
growing end markets, including pharmaceutical, personal care and food/beverage
markets, and expanding geographically to generate long-term growth. Energy Products - Sales increased 39.0% for the fourth quarter
and 30.8% for the year, compared to the year ago periods. The sales increases
in both periods are due to the Companys initiatives to gain additional market
share and expand the product offering at well-sites and within the refinery and
petrochemical industries, during a time of strong market demand and high
utilization rates at refineries and petrochemical facilities. Operating profit
for the quarter and year increased in line with higher sales volumes and as a
result of prior investments to support the segments growth initiatives, offset
slightly by increases in material and sourced component costs. The Company
plans to continue to launch new products to complement its engine business,
while expanding its gasket business internationally. Industrial Specialties - Sales for the fourth quarter and full year
increased 5.5% and 8.4%, respectively, due primarily to strong growth in the
aerospace fastener business resulting from market share gains and the
introduction of new products and applications. Higher sales in the defense
business as a result of cartridge case inventory build-up in advance of the
militarys closure of a munitions facility also contributed to the segments
performance. While industrial cylinder sales increased during the first three
quarters of 2008, full year 2008 sales remained relatively flat in comparison
to 2007. Sales of specialty cutting tools remained essentially flat year over
year, while sales within the specialty fittings business declined. Operating
profit for the quarter and year increased primarily due to higher sales levels
between years in the aerospace fastener and defense businesses, which were
partially offset by higher commodity prices and lower industrial demand,
particularly in our specialty fittings business. The Company continues to drive
growth in this segment by developing specialty products for growing end markets
such as medical and aerospace, while continuing to expand international sales
efforts. RV & Trailer Products - Sales for the fourth quarter and full year
decreased 30.5% and 12.2%, respectively, as growth in the Australian business
was more than offset by the continued weak demand in most end markets in the
United States. Operating profit decreased due to reduced sales volumes, lower
absorption of fixed costs as the Company reduced its production to manage
inventory levels and a less favorable product sales mix. The Companys focus in
this segment is to aggressively reduce fixed costs, increase productivity and
leverage strong brand positions for increased market share. Recreational Accessories - Sales for the fourth
quarter and full year decreased 21.3% and 12.1%, respectively, compared to the
year ago periods, as the Company continued to experience weak consumer demand
for towing products and accessories. Operating profit for the quarter and year
declined as a result of lower sales volumes, lower absorption of fixed costs
resulting from reduced manufacturing activity in response to lower demand and a
less favorable product sales mix. The Company plans to continue to aggressively
reduce fixed costs and increase market share in the United States and Canada. (3) Operating Profit
excludes the impact of Special Items. For a complete schedule of Special Items
by segment, see Company and Business Segment Financial Information
Continuing Operations. Conference Call TriMas Corporation will host
its fourth quarter and full year 2008 earnings conference call today, Tuesday, March 10,
2009 at 10:00 a.m. EDT. The call-in number is (866) 291-4322. Participants
should request to be connected to the TriMas Corporation fourth quarter
conference call (conference ID number 1340021). The presentation that will
accompany the call will be available on the Companys website at
www.trimascorp.com prior to the call. The
conference call will also be web cast simultaneously on the Companys website
at www.trimascorp.com. A replay of the conference call will be available on the
TriMas website or by dialing (866) 837-8032 (access code 287405) beginning March 10th at 1:00 p.m. EDT through March 17th at 11:59 p.m. EDT. 4 Cautionary Notice Regarding
Forward-looking Statements Any forward-looking
statements contained herein, including those relating to market conditions or
the Companys financial condition and results, expense reductions, liquidity
expectations, business goals and sales growth, involve risks and uncertainties,
including, but not limited to, risks and uncertainties with respect to general
economic and currency conditions, various conditions specific to the Companys
business and industry, the Companys substantial leverage, liabilities imposed
by the Companys debt instruments, market demand, competitive factors, the
Companys ability to maintain compliance with the listing requirements of the
New York Stock Exchange, supply constraints, material and energy costs,
technology factors, litigation, government and regulatory actions, the Companys
accounting policies, future trends, and other risks which are detailed in the
Companys Annual Report on Form 10-K for the fiscal year ending December 31,
2007, and in the Companys Quarterly Reports on Form 10-Q. These risks and uncertainties may cause
actual results to differ materially from those indicated by the forward-looking
statements. All forward-looking
statements made herein are based on information currently available, and the
Company assumes no obligation to update any forward-looking statements. About
TriMas Headquartered
in Bloomfield Hills, Michigan, TriMas Corporation (NYSE: TRS) provides engineered and applied
products for growing markets worldwide. TriMas is
organized into five strategic business segments: Packaging Systems, Energy
Products, Industrial Specialties, RV & Trailer Products and
Recreational Accessories. TriMas has approximately 4,000 employees at 70
different facilities in 11 countries. For more information, visit www.trimascorp.com. 5 TriMas Corporation December 31, 2008 2007 Assets Current assets: Cash and cash equivalents $ 3,910 $ 4,800 Receivables, net 104,760 89,370 Inventories 188,950 181,790 Deferred income taxes 16,970 18,860 Prepaid expenses and other current assets 7,430 7,010 Assets of discontinued operations held for
sale 26,200 41,450 Total current assets 348,220 343,280 Property and equipment, net 181,570 186,840 Goodwill 202,280 367,420 Other intangibles, net 178,880 203,170 Other assets 19,270 27,280 Total assets $ 930,220 $ 1,127,990 Liabilities
and Shareholders Equity Current liabilities: Current maturities, long-term debt $ 10,360 $ 8,390 Accounts payable 111,810 121,860 Accrued liabilities 66,340 71,830 Liabilities of discontinued operations 1,340 1,450 Total current liabilities 189,850 203,530 Long-term debt 599,580 607,600 Deferred income taxes 51,650 73,280 Other long-term liabilities 34,240 35,090 Total liabilities 875,320 919,500 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: 33,620,410 and 33,409,500 shares at
December 31, 2008 and 2007, respectively 330 330 Paid-in capital 527,000 525,960 Accumulated deficit (510,160 ) (373,970 ) Accumulated other comprehensive income 37,730 56,170 Total shareholders equity 54,900 208,490 Total liabilities and shareholders equity $ 930,220 $ 1,127,990 6 TriMas Corporation (dollars in thousands, except per share
amounts) Quarter ended December 31, Year ended (unaudited) December 31, 2008 2007 2008 2007 Net sales $ 213,140 $ 222,070 $ 1,021,300 $ 1,003,070 Cost of sales (164,540 ) (164,140 ) (758,120 ) (729,510 ) Gross profit 48,600 57,930 263,180 273,560 Selling, general and administrative
expenses (37,760 ) (49,890 ) (166,500 ) (173,810 ) Advisory services agreement termination fee (10,000 ) Costs for early termination of operating
leases (4,230 ) Settlement of Canadian benefit plan
liability (3,870 ) (3,870 ) Loss on dispositions of property and
equipment (180 ) (40 ) (340 ) (1,720 ) Impairment of property and equipment (500 ) (3,370 ) (500 ) (3,370 ) Impairment of goodwill and indefinite-lived
intangible assets (172,220 ) (171,210 ) (172,220 ) (171,210 ) Operating loss (162,060 ) (170,450 ) (76,380 ) (94,650 ) Other expense, net: Interest expense (13,580 ) (15,390 ) (55,740 ) (68,310 ) Gain (loss) on extinguishment of debt 3,740 3,740 (7,440 ) Other, net 720 (430 ) (2,290 ) (3,880 ) Other expense, net (9,120 ) (15,820 ) (54,290 ) (79,630 ) Loss from continuing operations before
income tax benefit (171,180 ) (186,270 ) (130,670 ) (174,280 ) Income tax benefit 17,230 17,490 2,080 13,080 Loss from continuing operations (153,950 ) (168,780 ) (128,590 ) (161,200 ) Income (loss) from discontinued operations,
net of income tax benefit (expense) (7,880 ) (90 ) (7,600 ) 2,770 Net loss $ (161,830 ) $ (168,870 ) $ (136,190 ) $ (158,430 ) Earnings (loss) per share: Continuing operations $ (4.60 ) $ (5.05 ) $ (3.85 ) $ (5.66 ) Discontinued operations, net of income tax
benefit (expense) (0.24 ) (0.22 ) 0.10 Net loss per share $ (4.84 ) $ (5.05 ) $ (4.07 ) $ (5.56 ) Weighted average common shares - basic 33,450,444 33,409,500 33,422,572 28,498,678 7 TriMas Corporation Continuing Operations Quarter ended December 31, Year ended (unaudited) December 31, 2008 2007 2008 2007 Packaging Systems Net sales $ 32,420 $ 35,150 $ 161,330 $ 151,950 Operating profit (loss) $ (57,730 ) $ 1,300 $ (31,200 ) $ 26,880 Operating profit (loss) as a % of sales NM 3.7 % NM 17.7 % Special Items to consider in evaluating
operating profit: - Non-cash goodwill and indefinite-lived
asset impairment $ (62,490 ) $ $ (62,490 ) $ - Other Special Items $ $ (3,870 ) $ (410 ) $ (3,870 ) Excluding Special Items, operating profit
would have been: $ 4,760 $ 5,170 $ 31,700 $ 30,750 Energy Products Net sales $ 56,360 $ 40,540 $ 213,750 $ 163,470 Operating profit $ 8,070 $ 5,930 $ 32,740 $ 22,860 Operating profit as a % of sales 14.3 % 14.6 % 15.3 % 14.0 % Special Item to consider in evaluating
operating profit: - Other Special Items $ $ $ (320 ) $ Excluding Special Item, operating profit
would have been: $ 8,070 $ 5,930 $ 33,060 $ 22,860 Industrial Specialties Net sales $ 52,900 $ 50,160 $ 221,830 $ 204,630 Operating profit (loss) $ (15,080 ) $ 9,400 $ 19,670 $ 41,770 Operating profit (loss) as a % of sales NM 18.7 % 8.9 % 20.4 % Special Items to consider in evaluating
operating profit: - Non-cash goodwill and indefinite-lived
asset impairment $ (24,790 ) $ $ (24,790 ) $ - Other Special Items $ $ $ (430 ) Excluding Special Items, operating profit
would have been: $ 9,710 $ 9,400 $ 44,890 $ 41,770 RV & Trailer Products Net sales $ 32,240 $ 46,370 $ 174,610 $ 198,790 Operating loss $ (49,430 ) $ (97,970 ) $ (43,320 ) $ (81,230 ) Operating loss as a % of sales NM NM NM NM Special Items to consider in evaluating
operating profit (loss): - Non-cash goodwill and indefinite-lived
asset impairment $ (47,600 ) $ (100,780 ) $ (47,600 ) $ (100,780 ) - Other Special Items $ (1,080 ) $ $ (1,200 ) $ Excluding Special Items, operating profit
(loss) would have been: $ (750 ) $ 2,810 $ 5,480 $ 19,550 Recreational Accessories Net sales $ 39,220 $ 49,850 $ 249,780 $ 284,230 Operating loss $ (43,930 ) $ (81,620 ) $ (32,110 ) $ (64,200 ) Operating loss as a % of sales NM NM NM NM Special Items to consider in evaluating
operating profit (loss): - Non-cash goodwill and indefinite-lived
asset impairment $ (37,340 ) $ (70,430 ) $ (37,340 ) $ (70,430 ) - Other Special Items $ (820 ) $ (8,990 ) $ (900 ) $ (8,990 ) Excluding Special Items, operating profit
(loss) would have been: $ (5,770 ) $ (2,200 ) $ 6,130 $ 15,220 Corporate Expenses $ (3,960 ) $ (7,490 ) $ (22,160 ) $ (40,730 ) Special Item to consider in evaluating
corporate expenses: $ (610 ) $ $ (2,220 ) $ (14,230 ) Excluding Special Items, corporate expenses
would have been: $ (3,350 ) $ (7,490 ) $ (19,940 ) $ (26,500 ) Total Company Net sales $ 213,140 $ 222,070 $ 1,021,300 $ 1,003,070 Operating loss $ (162,060 ) $ (170,450 ) $ (76,380 ) $ (94,650 ) Operating loss as a % of sales NM NM NM NM Total Special Items to consider in
evaluating operating loss: $ (174,730 ) $ (184,070 ) $ (177,700 ) $ (198,300 ) Excluding Special Items, operating profit
would have been: $ 12,670 $ 13,620 $ 101,320 $ 103,650 Other Data: - Depreciation and amortization $ 10,470 $ 10,370 $ 41,090 $ 39,060 - Interest expense $ 13,580 $ 15,390 $ 55,740 $ 68,310 - Gain (loss) on extinguishment of debt $ 3,740 $ $ 3,740 $ (7,440 ) - Other (income) expense, net $ (720 ) $ 430 $ 2,290 $ 3,880 - Income tax benefit $ 17,230 $ 17,490 $ 2,080 $ 13,080 8 Appendix I TriMas Corporation Additional Information Regarding Special Items Impacting Reported GAAP Financial Measures Year ended Year ended December 31, 2008 December 31, 2007 (dollars in thousands, except per share amounts) Income EPS Income EPS Loss and EPS from continuing operations, as
reported $ (128,590 ) $ (3.85 ) $ (161,200 ) $ (5.66 ) After-tax impact of Special Items to
consider in evaluating quality of loss and EPS from continuing
operations: Goodwill and indefinite-lived intangible
asset impairment charges $ (155,050 ) $ (4.64 ) $ (159,930 ) $ (5.61 ) Impairment of property and equipment (300 ) (0.01 ) (2,220 ) (0.08 ) Severance and business restructuring costs (3,090 ) (0.09 ) Advisory services agreement termination fee (6,190 ) (0.22 ) Costs for early termination of operating
leases (2,620 ) (0.09 ) Debt extinguishment costs (4,610 ) (0.16 ) Huntsville facility closure costs (3,700 ) (0.13 ) Settlement of Canadian benefit plan
liability (2,470 ) (0.09 ) Total Special Items $ (158,440 ) $ (4.74 ) $ (181,740 ) $ (6.38 ) Excluding Special Items, Profit and EPS
from continuing operations would have been $ 29,850 $ 0.89 $ 20,540 $ 0.72 Weighted-average shares outstanding at
December 31, 2008 and 2007 33,422,572 28,498,678 Quarter ended Quarter ended December 31, 2008 December 31, 2007 (unaudited) (unaudited) (dollars in thousands, except per share amounts) Income EPS Income EPS Income and EPS from continuing operations,
as reported $ (153,950 ) $ (4.60 ) $ (168,780 ) $ (5.05 ) After-tax impact of Special Items to
consider in evaluating quality of income and EPS from
continuing operations: Goodwill and indefinite-lived intangible
asset impairment charges $ (155,050 ) $ (4.64 ) (159,930 ) $ (4.79 ) Impairment of property and equipment (300 ) (0.01 ) (2,220 ) (0.07 ) Severance and business restructuring costs (1,250 ) (0.04 ) Huntsville facility closure costs (3,700 ) (0.11 ) Settlement of Canadian benefit plan
liability (2,470 ) (0.07 ) Total Special Items $ (156,600 ) $ (4.68 ) $ (168,320 ) $ (5.04 ) Excluding Special Items, Profit (Loss) and
EPS from continuing operations would have been $ 2,650 $ 0.08 $ (460 ) $ (0.01 ) Weighted-average shares outstanding at
December 31, 2008 and 2007 33,450,444 33,409,500 9 Appendix I (contd) TriMas Corporation Additional Information Regarding Special Items Impacting Reported GAAP Financial Measures Quarter ended December 31, Year ended December 31, (dollars in thousands) 2008(1) 2007(1) 2008 2007 Operating loss from continuing operations,
as reported $ (162,060 ) $ (170,450 ) $ (76,380 ) $ (94,650 ) Special Items to consider in evaluating
quality of earnings: Goodwill and indefinite-lived intangible
asset impairment charges $ (172,220 ) $ (171,210 ) $ (172,220 ) $ (171,210 ) Impairment of property and equipment (500 ) (3,370 ) (500 ) (3,370 ) Severance and business restructuring costs (2,010 ) (4,980 ) Advisory services agreement termination fee (10,000 ) Costs for early termination of operating
leases (4,230 ) Huntsville facility closure costs (5,620 ) (5,620 ) Settlement of Canadian benefit plan
liability (3,870 ) (3,870 ) Total Special Items $ (174,730 ) $ (184,070 ) $ (177,700 ) $ (198,300 ) Excluding Special Items, operating profit
from continuing operations would have been $ 12,670 $ 13,620 $ 101,320 $ 103,650 Quarter ended December 31, Year ended December 31, (dollars in thousands) 2008(1) 2007(1) 2008 2007 Adjusted EBITDA from continuing operations,
as reported $ 25,710 $ 11,250 $ 139,020 $ 115,120 Special Items to consider in evaluating
quality of earnings: Severance and business restructuring costs $ (2,010 ) $ $ (4,980 ) $ Advisory services agreement termination fee (10,000 ) Costs for early termination of operating
leases (4,230 ) Huntsville facility closure costs (5,620 ) (5,620 ) Settlement of Canadian benefit plan
liability (3,870 ) (3,870 ) Total Special Items $ (2,010 ) $ (9,490 ) $ (4,980 ) $ (23,720 ) Excluding Special Items, Adjusted EBITDA
from continuing operations would have been $ 27,720 $ 20,740 $ 144,000 $ 138,840 (1) Information is unaudited 10 Appendix II TriMas Corporation Reconciliation of Non-GAAP Measure Adjusted EBITDA(1) and Free Cash Flow(2) (unaudited) Quarter ended Year ended December 31, December 31, 2008 2007 2008 2007 Net loss $ (161,830 ) $ (168,870 ) $ (136,190 ) $ (158,430 ) Income tax expense (27,920 ) (17,370 ) (12,610 ) (10,410 ) Interest expense 13,600 15,390 55,920 68,310 Debt extinguishment costs 140 140 7,440 Impairment of property and equipment 500 3,370 500 3,370 Impairment of goodwill and indefinite-lived
intangible assets 184,530 171,210 184,530 171,210 Depreciation and amortization 11,630 10,970 44,070 41,350 Adjusted EBITDA, total company 20,650 14,700 136,360 122,840 Adjusted EBITDA, discontinued operations (5,060 ) 3,450 (2,660 ) 7,720 Adjusted EBITDA, continuing operations $ 25,710 $ 11,250 $ 139,020 $ 115,120 Special Items 2,010 9,490 4,980 23,720 Cash interest (20,420 ) (22,810 ) (52,660 ) (63,690 ) Cash taxes (1,600 ) (1,820 ) (8,060 ) (8,660 ) Capital expenditures (9,050 ) (11,200 ) (28,680 ) (33,400 ) Changes in operating working capital 60 14,620 (13,300 ) (14,100 ) Subtotal $ (29,000 ) $ (11,720 ) $ (97,720 ) $ (96,130 ) Free cash flow $ (3,290 ) $ (470 ) $ 41,300 $ 18,990 (1)The Company
defines Adjusted EBITDA as net income (loss) before cumulative effect of
accounting change, interest, taxes, depreciation, amortization, non-cash asset
and goodwill impairment write-offs, and non-cash losses on sale-leaseback of
property and equipment. Lease expense
and non-recurring charges are included in Adjusted EBITDA and include both cash
and non-cash charges related to restructuring and integration expenses. In
evaluating our business, management considers and uses Adjusted EBITDA as a key
indicator of financial operating performance and as a measure of cash
generating capability. Management
believes this measure is useful as an analytical indicator of leverage capacity
and debt servicing ability, and uses it to measure financial performance as
well as for planning purposes. However, Adjusted EBITDA should not be
considered as an alternative to net income, cash flow from operating activities
or any other measures calculated in accordance with U.S. GAAP, or as an
indicator of operating performance. The definition of Adjusted EBITDA used here
may differ from that used by other companies. (2)The Company defines
Free Cash Flow as Adjusted EBITDA from continuing operations, plus Special
Items as defined below, less cash paid for interest and taxes, capital
expenditures and changes in operating working capital. As detailed in
Appendix I, for purposes of determining Free Cash Flow, Special Items include
those one-time costs, expenses and other charges incurred on a cash basis that
are included in the determination of net income (loss) under GAAP and are not
added back to net income (loss) in determining Adjusted EBITDA, but that
management would consider important in evaluating the quality of the Companys
Free Cash Flow, as defined. 11 Exhibit 99.2 Fourth Quarter 2008 Earnings Presentation March 10, 2009 1 Safe Harbor Statement Any forward-looking statements
contained herein, including those relating to market conditions or the
Companys financial condition and results, expense reductions, liquidity
expectations, business goals and sales growth, involve risks and
uncertainties, including, but not limited to, risks and uncertainties with
respect to general economic and currency conditions, various conditions
specific to the Companys business and industry, the Companys substantial
leverage, liabilities imposed by the Companys debt instruments, market
demand, competitive factors, the Companys ability to maintain compliance
with the listing requirements of the New York Stock Exchange, supply
constraints, material and energy costs, technology factors, litigation,
government and regulatory actions, the Companys accounting policies, future
trends, and other risks which are detailed in the Companys Annual Report on
Form 10-K for the fiscal year ending December 31, 2007, and in the Companys
Quarterly Reports on Form 10-Q. These risks and uncertainties may cause
actual results to differ materially from those indicated by the
forward-looking statements. All forward-looking statements made herein are
based on information currently available, and the Company assumes no
obligation to update any forward-looking statements. 2 Agenda Opening Remarks Fourth Quarter 2008 Highlights Full
Year 2008 Highlights Segment Highlights Summary and Outlook Questions and
Answers Appendix 3 Opening Remarks Activities during the first 2 months Visited
all U.S.-based businesses Implemented new planning process and incentive
compensation system Conducted first operating review with business units Aggressively
reacted to recessionary market trends Initial observations Good businesses
with good products and people Highly-engineered defensible products Strong
cash flow dynamics Opportunities for: Increased productivity Working
capital improvements Better resource allocation Task at hand Be realistic
about recessionary impact Aggressively respond to customer needs and demand
Act with speed Fourth Quarter 2008 Highlights 5 Q4 Summary ($ in millions, except per share amounts) (from
continuing operations) Q4 2008 Q4 2007 % Chg Revenue $213.1 $ 222.1 -4.0%
Adjusted EBITDA(1) $25.7 $ 11.3 128.5% Excl. Special Items, (1) Adjusted
EBITDA would have been: 27.7 $ 20.7 $ 33.7% Income (loss) (154.0) $ (168.8) $ Excl. Special Items, (1) Income (loss) would have been: 2.7 $ (0.5) $ Earnings (loss) per share (4.60) $ (5.05) $ Excl. Special Items, (1) EPS
would have been: 0.08 $ (0.01) $ Sales in Energy Products and Industrial
Specialties were up 39.0% and 5.5%, respectively Sales in Packaging Systems
were down 7.8% largely due to the unfavorable impact of currency exchange,
while RV & Trailer Products and Recreational Accessories were down 30.5%
and 21.3%, respectively, due to continued end market weakness Non-cash
goodwill and indefinite-lived intangible asset impairment charges of $172.2
million mask underlying company performance Adjusted EBITDA increase driven
by the improved operating performance in Energy Products, lower corporate
expense and a gain on extinguishment of debt (1) Special Items for each
period, as well as the Reconciliation of Non-GAAP Measure Adjusted EBITDA,
are provided in the Appendix. 6 Q4 Business Segment Overview Highlights Lamons expanded
gasket/bolt contracts with key customers globally for 5 years Signed
agreement to sell non-core asset, Compac closed on 2/9/09 Monogram secured
additional business for new products and applications Cequent Consumer
Products won significant new business award at WalMart for 2009 Cequent
Australia secured new business in Thailand Lowlights Dramatic end market
declines across the businesses Distribution channels reducing inventory
Pricing pressure (competitive and raw material) Commodity price
volatility Full Year 2008 Highlights 8 2008 Full Year Summary (from continuing operations) FY 2008 FY
2007 % Chg Revenue 1,021.3 $ 1,003.1 $ 1.8% Adjusted EBITDA(1) 139.0 $ 115.1
$ 20.8% Excl. Special Items, (1) Adjusted EBITDA would have been: 144.0 $ 138.8 $ 3.7% Income (loss) (128.6) $ (161.2) $ Excl. Special Items, (1)
Income would have been: 29.9 $ 20.5 $ 45.3% Earnings (loss) per share (3.85)
$ (5.66) $ Excl. Special Items, (1) EPS would have been: 0.89 $ 0.72 $ 23.6%
Free Cash Flow(1) 41.3 $ 19.0 $ 117.5% Debt and AR Securitization 629.9 $ 657.5 $ -4.2% ($ in millions, except per share amounts) Sales increased 1.8%
to $1,021.3 million Packaging Systems, Energy Products and Industrial
Specialties sales increased 14.8%, combined, as a result of new products,
geographic expansion and increased market demand RV & Trailer and Recreational
Accessories sales declined 12.1%, combined Financial performance improved as
a result of strength in the aerospace and energy businesses, lower corporate
costs and gain on extinguishment of debt Significant cash flow improvement of
approximately $22 million driven by improved operating performance, lower
cash interest costs and reduced capital spending Ended the year with $131.8
million in cash and aggregate availability under revolving credit and
accounts receivables securitization facilities (1) Special Items for each
period, as well as the Reconciliation of Non-GAAP Measure Adjusted EBITDA and
Free Cash Flow from Operations, are provided in the Appendix. 9 Other Financial Highlights Full year 2008 versus full year
2007 performance: Free cash flow(1) of $41.3 million; an increase of $22.3
million Total debt and A/R securitization of $629.9 million; a decrease of
$27.6 million Leverage ratio of 4.16x compared to a debt covenant ratio of
5.0x. Total weighted average cost of credit facility borrowings of 5.4%; an
improvement of 240 basis points Working capital of $178.5 million increased
$13.3 million compared to the prior year end Increase in net inventory of
$7.2 million primarily due to commodity cost inflation in 2008 vs. 2007
Decline in accounts payable of $7.6 million primarily due to Q408 efforts to
reduce purchasing activity in light of economic environment TriMas had
approximately $131.8 million of cash and aggregate availability under its
revolving credit and receivables securitization facilities at year end. (1)
The Company defines Free Cash Flow as Adjusted EBITDA from continuing
operations , plus Special Items as defined below, less cash paid for interest
and taxes, capital expenditures and changes in operating working capital. See
Appendix for additional information regarding Special Items impacting
reported GAAP financial measures a reconciliation of the non-GAAP financial
measures Adjusted EBITDA and free cash flow to the Companys reported results
of operations prepared in accordance with GAAP. Segment Highlights 11 Segment Summary 17% 22% 21% 24% 16% Segment Key 27% 37% 5%
26% 5% Packaging Systems Energy Products Industrial Specialties RV &
Trailer Products Recreational Accessories % of Revenue % of Segment Operating
Profit(1) Year Ended December 31, 2008 Year Ended December 31, 2008 (1)
Segment Operating Profit excluding Special Items. Special Items by segment
are provided in the Appendix. Most profitable business segments are becoming
more significant. 12 Packaging Systems 2008 net sales increased 6.2%, compared to
2007, due to sales of specialty dispensing and other new products to the
pharmaceutical, food/beverage and personal care end markets and the favorable
effects of currency exchange 2008 Adjusted EBITDA and operating profit
improved due to increased sales volumes, partially offset by increases in raw
material costs and expenses incurred to support sales growth initiatives
Closed sale of Compac business in February 2009 Develop specialty dispensing
product applications for growing end markets Increase geographic coverage
efforts in Europe and Southeast Asia Protect core products by introducing new
product designs for better performance, lower cost and patent protection ($ in millions) Net Sales Adjusted EBITDA( 1) Q4-08 2007 2008 $152.0 $161.3
Q4-07 Q4-08 2007 2008 $42.7 $45.4 Q4-07 Operating Profit(1) Q4-08 2007 2008
$30.8 $31.7 Q4-07 $35.2 $32.4 $6.1 $8.6 $5.2 $4.8 (1) Adjusted EBITDA and
Operating Profit exclude Special Items f or each period. A detailed
schedule of Special Items, as well as the Reconciliation of Non-GAAP Measure
Adjusted EBITDA and Free Cash Flow from Operations, are provided in the
Appendix. 13 Energy Products Sales for the year increased 30.8%, compared
to 2007 New product initiatives to add content at the well-site and increased
engine demand drove sales increases of engine and related products
year-over-year Product expansion efforts, a superior service model and
continued high levels of capacity utilization increased specialty gasket
sales to refinery and petrochemical industries 2008 Adjusted EBITDA and
operating profit improved, with strong conversion Began experiencing declines
in customer demand in engine business in late 2008 Introduced complementary
product line at well-site gas production equipment Plans to further expand
gasket business with major customers into Southeast Asia, Europe and South
America ($ in millions) Q4-08 2007 2008 $163.5 $213.8 Q4-07 Q4-08 2007 2008
$25.4 $35.8 Q4-07 Q4-08 2007 2008 $22.9 $33.1 Q4-07 $40.5 $56.4 $6.4 $8.8
$5.9 $8.1 Net Sales Adjusted EBITDA(1) Operating Profit(1) (1) Adjusted
EBITDA and Operating Profit exclude Special Items f or each period. A
detailed schedule of Special Items, as well as the Reconciliation of Non-GAAP
Measure Adjusted EBITDA and Free Cash Flow from Operations, are provided in
the Appendix. 14 Industrial Specialties 2008 sales increased 8.4%, compared to
2007 Sales of aerospace fasteners were robust due to the introduction of new
products and a strong market Higher sales in defense business driven by
cartridge case inventory build-up Sales of industrial cylinders and specialty
cutting tools were relatively flat Specialty fittings business experienced a
softening driven by reduced automotive demand Adjusted EBITDA and operating
profit increased due to higher sales volumes in the defense and aerospace
businesses, which were partially offset by higher commodity costs and lower
industrial demand Develop specialty products for growing end markets such as
aerospace and medical Continue geographic expansion efforts ($ in millions)
Q4-08 2007 2008 $204.6 $221.8 Q4-07 Q4-08 2007 2008 $46.9 $51.0 Q4-07 Q4-08
2007 2008 $41.8 $44.9 Q4-07 $50.2 $52.9 $10.8 $11.3 $9.4 $9.7 Net Sales
Adjusted EBITDA(1) Operating Profit(1) (1) Adjusted EBITDA and Operating
Profit exclude Special Items f or each period. A detailed schedule of
Special Items, as well as the Reconciliation of Non-GAAP Measure Adjusted
EBITDA and Free Cash Flow from Operations, are provided in the Appendix. 15 RV & Trailer Products ($ in millions) 2008 sales
decreased 12.2% due to continued weak demand in end markets resulting from
the decline in consumer discretionary spending and credit availability Sales
in Australia and Southeast Asia increased year-over-year Adjusted EBITDA and
operating profit decreased due to the decline in sales, lower absorption of
fixed costs as the Company reduced production to manage inventory levels, and
a less favorable product sales mix Continued aggressive reduction of fixed
costs and capital requirements Mitigate market decline by leveraging strong
brand names for additional market share, cross-selling product portfolio and
attacking weak competitors Grow geographically in Southeast Asia and
Australia Q4-08 2007 2008 $46.4 $32.2 Q4-07 Q4-08 2007 2008 $27.6 $13.9 Q4-07
Q4-08 2007 2008 $19.6 $5.5 Q4-07 $198.8 $174.6 $4.8 $1.8 $2.8 $(0.8) Net
Sales Adjusted EBITDA(1) Operating Profit(1) (1) Adjusted EBITDA and
Operating Profit exclude Special Items for each period. A detailed schedule
of Special Items, as well as the Reconciliation of Non-GAAP Measure Adjusted
EBITDA and Free Cash Flow from Operations, are provided in the Appendix. 16 Recreational Accessories ($ in millions) Q4-07 Q4-08 $49.9
$39.2 2007 2008 $284.2 $249.8 $0.8 $(3.1) $26.0 $16.0 Q4-07 Q4-08 2007 2008
$(5.8) $15.2 $6.1 Q4-07 Q4-08 2007 2008 $(2.2) Net Sales Adjusted EBITDA( 1)
Operating Profit(1) (1) Adjusted EBITDA and Operating Profit exclude Special
Items for each period. A detailed schedule of Special Items, as well as the
Reconciliation of Non-GAAP Measure Adjusted EBITDA and Free Cash Flow from
Operations, are provided in the Appendix. 2008 sales decreased 12.1% due to
continued weak demand in end markets resulting from the decline in consumer
discretionary spending and credit availability Sales in Australia and
Southeast Asia increased year-over-year Adjusted EBITDA and operating profit
decreased due to the decline in sales, lower absorption of fixed costs as the
Company reduced production to manage inventory levels, and a less favorable
product sales mix Continued aggressive reduction of fixed costs and capital
requirements Mitigate market decline by leveraging strong brand names for
additional market share, cross-selling product portfolio and attacking weak
competitors Grow geographically in Southeast Asia and Australia Summary and Outlook 18 TriMas Vision We provide applied technology that customers in
growing markets need and will pay for. We build and run agile businesses that
provide high returns on capital. Operating Principles: Securing our position
as the best cost producer Acting with high speed in all aspects of business Thoughtfully
allocating resources for: New products in growing end markets Geographic
expansion Cost-out and productivity projects Bolt-on acquisitions that
provide enhanced growth and returns Leveraging the benefits of being a
billion dollar company, while retaining agility in our SBUs Being a great
place to work 19 End Markets Broad product portfolio with strong brands Share
gain due to weak competitors exit New awards domestic and offshore Trailer
registrations down 23% in 2008: Down 20% Light pick-up truck sales down 35%
in 2008: Down 20-30% Overall market: Down 20%+ Non-North American: 15% Retail
(accessories): 27% Aftermarket (distributors/installers): 23% RV and marine
specific: 14% Trailer OE (ind/agric): 15% Auto OE/OES: 6% RV&T and
Recreational Accessories: Aerospace: Backlog based; new product/application
growth Medical: New products/apps, new customers Industrial: Continued
geographic expansion; core competencies to other markets Aerospace/Framing:
Up low to mid single digits % Industrial GDP: Flat to down 5% Medical
components: Up high single digits Military: Up Automotive: Down 20%+ Aerospace:
35% Industrial: 47% Military: 10% Automotive: 6% Medical: 2% Industrial
Specialties: New product offering / expansion Geographic expansion MRO
exposure most stable replace / fix Commodity-dynamics: Lower gas and oil
prices affect demand MRO business: 65% Oil and gas commodity-driven: 35%
Energy Products: New markets and customers New applied technologies and
applications Consumption-based markets: Medical/Pharma: Up mid single-digits
% Food/Beverage: Up low to mid single-digits % Personal Care: Up low single-digits
% Industrial GDP: Flat to down 5% Specialty dispensing, consumer-based
packaging products: 35% Industrial closures: 65% ~20% is non-North American
Packaging Systems: Segment Content End Market Dynamics TriMas Advantage
Overall sales estimate for 2009 expected to be down 10% to 20% versus
2008 20 Profit Improvement Plan Tactics Employed: Fixed cost
headcount reductions Salaried hiring freeze Merit deferrals Mandatory 4-day
work weeks Required weeks off without pay Acceleration of plant consolidations
and moves to low-cost countries Consolidation of distribution facilities
Employee health care contribution increase Travel freeze Aggressive
reductions in discretionary spend Negotiated reductions from vendors and
suppliers Cancelled supplier orders Nov 2008 Anncmt Current 2009 Packaging
Systems Energy Products Industrial Specialties Cequent $ in millions
Accelerated Profit Improvement Plan to $28 million of achieved savings in
2009 Compensation-related $4M Facility Reductions $4M Other Spend Reductions
$7M Headcount Reductions $13M $6M $28M
21 Value Creation Opportunities Earnings Price actions Material
deflation General productivity improvements Profit Improvement Plan cost
savings of $28 million+ Reduction in debt service costs of $4 to $7 million
Decrease in outstanding weighted average borrowings Lower weighted average
cost of borrowings Cash Working capital take-out of $10 to $20 million Capital
expenditure reduction of $5 to $7 million Other (dispositions of non-core
assets) of $10 to $20 million Conservative estimate of free cash flow of $40
to $45 million Targeting a minimum of 0.4x covenant cushion for remainder of
2009. 22 TriMas Priorities Drive operating profit improvement Best
cost producer strategy Effectively manage the balance sheet Pay-down debt
Maintain liquidity cushion Deploy capital prudently Focus capital on
profitable strategic growth Aerospace, specialty packaging, medical, energy
and geographic expansion Questions & Answers Appendix 25 2008 Statement of Operations 2008 2007 Net sales 1,021,300 $ 1,003,070 $ Cost of sales (758,120) (729,510) Gross profit 263,180 273,560
Selling, general and administrative expenses (166,500) (173,810) Advisory
services agreement termination fee - (10,000) Costs for early termination of
operating leases - (4,230) Settlement of Canadian benefit plan liability -
(3,870) Loss on dispositions of property and equipment (340) (1,720)
Impairment of property and equipment (500) (3,370) Impairment of goodwill and
indefinite-lived intangible assets (172,220) (171,210) Operating loss
(76,380) (94,650) Other expense, net: Interest expense (55,740) (68,310) Gain
(loss) on extinguishment of debt 3,740 (7,440) Other, net (2,290) (3,880)
Other expense, net (54,290) (79,630) Loss from continuing operations before
income tax benefit (130,670) (174,280) Income tax benefit 2,080 13,080 Loss
from continuing operations (128,590) $ (161,200) $ Income (loss) from
discontinued operations, net of income taxes (7,600) 2,770 Net loss (136,190)
$ (158,430) $ December 31, Year ended ($ in thousands) 26 2008 Cash Flow Highlights 2008 2007 Adjusted Ebitda(1), as
reported 139,020 $ 115,120 $ Special Items(2) 4,980 23,720 Adjusted Ebitda,
excluding Special Items 144,000 $ 138,840 $ Cash interest (52,660) (63,690)
Cash taxes (8,060) (8,660) Capital expenditures (28,680) (33,400) Change in
operating working capital (13,300) (14,100) Subtotal (102,700) $ (119,850) $ Free Cash Flow(1) 41,300 $ 18,990 $ December 31, Year ended (1) See Appendix
for Reconciliation of non-GAAP items Adjusted EBITDA and Free Cash Flow (2)
In 2008, principally severance and other costs related to cost reduction
actions and business restructurings. In 2007, Heartland management fee
termination payment of $10M; termination of leases $4.2 million, Huntsville
plant closure of $5.6 million, Canadian pension of $3.9 million and other
restructuring actions of $1.8 million. ($ in thousands) 27 2008 Balance Sheet December 31, December 31, 2008 2007
Current assets: Cash and cash equivalents 3,910 $ 4,800 $ Receivables, net
104,760 89,370 Inventories 188,950 181,790 Deferred income taxes 16,970
18,860 Prepaid expenses and other current assets 7,430 7,010 Assets of
discontinued operations held for sale 26,200 41,450 Total current assets
348,220 343,280 Property and equipment, net 181,570 186,840 Goodwill 202,280 367,420 Intangibles and other
assets 198,150 230,450 Total assets
930,220 $ 1,127,990 $ Current liabilities: Current maturities,
long-term debt 10,360 $ 8,390 $ Accounts payable 111,810 121,860 Accrued
liabilities 66,340 71,830 Liabilities of discontinued operations 1,340 1,450
Total current liabilities 189,850 203,530 Long-term debt 599,580 607,600
Deferred income taxes 51,650 73,280 Other long-term liabilities 34,240 35,090
Total liabilities 875,320 919,500 Total shareholders equity 54,900 208,490
Total liabilities and shareholders equity 930,220 $ 1,127,990 $ Assets
Liabilities and Shareholders Equity ($ in thousands) 28 (Unaudited - $ in thousands) LTM EBITDA as Defined in Credit
Agreement Reported net loss for the twelve months ended December 31, 2008
(136,190) $ Interest expense, net (as defined) 56,060 Income tax expense (benefit) (12,610) Depreciation and amortization 44,070 Extraordinary non-cash charges 185,030
Interest equivalent costs 2,610 Non-cash expenses related to equity grants
1,030 Other non-cash expenses or losses 3,310 Non-recurring expenses or costs
for cost savings projects 4,250 Permitted dispositions 3,970 Permitted
acquisitions 40 Bank EBITDA - LTM Ended December 31, 2008 (1) 151,570 $ (1)
As defined in the Amended and Restated Credit Agreement dated August 2,
2006. 29 2008 Year End Debt Composition 6.41% 6.81% Foreign Debt 7.28%
4.57% A/R Facility (CP Rate + 1.05% plus 0.5% Facility Fee) 9.875% 9.875% Sub
Notes (Fixed Rate) 7.81% 5.33% Term Loan (LIBOR + 2.25%) 7.86% 5.17%
Synthetic Facility (LIBOR + 2.25%) 8.27% 5.00% Revolver (LIBOR +2% or Prime
+1%) FY 2007 FY 2008 Weighted Average Cost of Borrowings December 31, 2008
December 31, 2007 Cash and Cash Equivalents 3,910 $ 4,800 $ Revolver/Synthetic 8,450 660 Foreign Debt/Other 18,200 21,610 Term Loan
254,150 256,750 Senior Secured Bank Debt 280,800 $ 279,020 $ 9.875% Senior
Sub Notes due 2012 329,140 336,970 Total Debt 609,940 $ 615,990 $ Total
Shareholders Equity 54,900 $ 208,490 $ Total Capitalization 664,840 $ 824,480 $ Memo: A /R Securitization 20,000 $ 41,500 $ Total Debt + A/R
Securitization 629,940 $ 657,490 $ Key Ratios: Bank LTM EBITDA 151,570 $ 161,610 $ Interest Coverage Ratio 2.74x 2.28x Leverage Ratio 4.16x 4.07x Bank
Covenants: Interest Coverage Ratio 2.00x 1.90x Leverage Ratio 5.00x 5.25x ($ in thousands) As of December 31, 2008, TriMas had $3.9 million in cash and
approximately $127.9 million of available liquidity under its revolving
credit and receivables securitization facilities. 30 Reconciliation of Non-GAAP Measures Adjusted EBITDA(1) and
Free Cash Flow(2) (unaudited, $ in thousands) 2008 2007 2008 2007 Net loss
(161,830) $ (168,870) $ (136,190) $ (158,430) $ Income tax expense (27,920) (17,370) (12,610) (10,410)
Interest expense 13,600 15,390 55,920 68,310 Debt extinguishment costs 140 -
140 7,440 Impairment of property and equipment 500 3,370 500 3,370 Impairment
of goodwill and indefinite-lived intangible assets 184,530 171,210 184,530
171,210 Depreciation and amortization 11,630 10,970 44,070 41,350 Adjusted
EBITDA, total company 20,650 14,700 136,360 122,840 Adjusted EBITDA,
discontinued operations (5,060) 3,450 (2,660) 7,720 Adjusted EBITDA, continuing
operations 25,710 $ 11,250 $ 139,020 $ 115,120 $ Special Items 2,010 9,490
4,980 23,720 Cash interest (20,420) (22,810) (52,660) (63,690) Cash taxes
(1,600) (1,820) (8,060) (8,660) Capital expenditures (9,050) (11,200)
(28,680) (33,400) Changes in operating working capital 60 14,620 (13,300)
(14,100) Subtotal (29,000) $ (11,720) $ (97,720) $ (96,130) $ Free cash flow
(3,290) $ (470) $ 41,300 $ 18,990 $ Quarter ended Year ended December 31,
December 31, (1)The Company defines Adjusted EBITDA as net income (loss)
before cumulative effect of accounting change, interest, taxes, depreciation,
amortization, non-cash asset and goodwill impairment write-offs, and non-cash
losses on sale-leaseback of property and equipment. Lease expense and
non-recurring charges are included in Adjusted EBITDA and include both cash
and non-cash charges related to restructuring and integration expenses. In
evaluating our business, management considers and uses Adjusted EBITDA as a
key indicator of financial operating performance and as a measure of cash
generating capability. Management believes this measure is useful as an
analytical indicator of leverage capacity and debt servicing ability, and
uses it to measure financial performance as well as for planning purposes.
However, Adjusted EBITDA should not be considered as an alternative to net
income, cash flow from operating activities or any other measures calculated
in accordance with U.S. GAAP, or as an indicator of operating performance.
The definition of Adjusted EBITDA used here may differ from that used by
other companies. (2)The Company defines Free Cash Flow as Adjusted EBITDA
from continuing operations, plus Special Items as defined below, less cash
paid for interest and taxes, capital expenditures and changes in operating
working capital. As detailed in Appendix I, for purposes of determining Free
Cash Flow, Special Items include those one-time costs, expenses and other
charges incurred on a cash basis that are included in the determination of
net income (loss) under GAAP and are not added back to net income (loss) in
determining Adjusted EBITDA, but that management would consider important in
evaluating the quality of the Companys Free Cash Flow, as defined. 31 Additional Information Regarding Special Items Impacting
Reported GAAP Financial Measures Year ended Year ended December 31, 2008
December 31, 2007 ($ in thousands) Income EPS Income EPS Loss and EPS from
Continuing Operations, as reported. (12 8,590) $ (3.85) $ (161,20 0) $ (5.66)
$ After-tax impact of Special Items to consider in evaluating loss and EPS
from continuing operations: Goodwill and indefinite-lived impairment charge
(155,050) $ (4.64) $ (159,930) $ (5.61) $ Impairment of assets (300) (0.01)
(2,220) (0.08) Severance and business restructuring costs (3,090) (0.09) - -
Advisory Services Agreement termination fee - - (6,190) (0.22) Costs for
early termination of operating leases - - (2,620) (0.09) Debt extinguishment
costs. - - (4,610) (0.16) Hunts ville facility closure costs - - (3,700)
(0.13) Settlement of Canadian benefit plan liability - - (2,470) (0.09) Total
Special Items (158,440) $ (4.74) $ (181,740) $ (6.38) $ Excluding Special
Items , Profit and EPS from continuing operations would have been 29,850 $ 0.89 $ 20,540 $ 0.72 $ Weighted-average shares outstanding at December 31,
2008 and 2007 33,422,572 28,498,678 Quarter ended Quarter ended December 31,
2008(1) December 31, 2007(1) ($ in thousands) Income EPS Income EPS Loss and
EPS from Continuing Operations, as reported. (153,950) $ (4.60) $ (168,780) $ (5.05) $ After -tax impact of Special Items to consider in evaluating loss
and EPS from continuing operations: Goodwill and indefinite-lived impairment
charge (15 5,050) $ (4.64) (159,930) $ (4.79) Impairment of assets (3 00)
(0.01) (2,220) (0.07) Severance and business restructuring costs (1,250)
(0.04) - - Hunts ville facility closure costs - - (3,700) (0.11) Settlement
of Canadian benefit plan liability - - (2,470) (0.07) Total Special Items
(156,600) $ (4.68) $ (168,320) $ (5.04) $ Excluding Special Items, Profit and
EPS from continuing operations would have been 2,650 $ 0.08 $ (460) $ (0.01)
$ Weighted-averages hares outstanding at December 31, 2008 and 2007
33,450,444 33,409,500 (1) Information is unaudited 32 Additional Information Regarding Special Items Impacting
Reported GAAP Financial Measures (cont.) (1) Information is unaudited Quarter
ended December 31, Year ended December 31, ($ in thousands) 2008(1) 2007(1)
2008 2007 Operating loss, as reported (162,060) $ (170,450) $ (76,380) $ (94,650) $ Special Items to consider in evaluating quality of earnings:
Goodwill and indefinite-lived impairment charge (172,220) $ (171,210) $ (172,220) $ (171,210) $ Impairment of assets (500) (3,370) (500) (3,370)
Severance and business restructuring costs (2,010) - (4,980) - Advisory
Services Agreement termination fee - - - (10,000) Costs for early termination
of operating leases - - - (4,230) Huntsville facility closure costs - (5,620)
- (5,620) Settlement of Canadian benefit plan liability - (3,870) (3,870)
Total Special Items (174,730) $ (184,070) $ (177,700) $ (198,300) $ Excluding
Special Items, operating profit from continuing operations would have been
12,670 $ 13,620 $ 101,320 $ 103,650 $ Quarter ended December 31, Year ended
December 31, ($ in thousands) 2008(1) 2007(1) 2008 2007 Adjusted EBITDA from
continuing operations, as reported 25,710 $ 11,250 $ 139,020 $ 115,120 $ Special Items to consider in evaluating quality of earnings: Severance and
business restructuring costs (2,010) $ - $ (4,980) $ - $ Advisory Services
Agreement termination fee - - - (10,000) Costs for early termination of
operating leases - - - (4,230) Huntsville facility closure costs - (5,620) -
(5,620) Settlement of Canadian benefit plan liability - (3,870) - (3,870) Total
Special Items (2,010) $ (9,490) $ (4,980) $ (23,720) $ Excluding Special
Items, adjusted EBITDA from continuing operations would have been 27,720 $ 20,740 $ 144,000 $ 138,840 $ 33 Company and Business Segment Financial Information
Continuing Operations Quarter ended December 31, 2008 2007 2008 2007
Packaging Systems Net sales 32,420 $ 35,150 $ 161,330 $ 151,950 $ Operating
profit (loss) (57,730) $ 1,300 $ (31,200) $ 26,880 $ Operating profit (loss)
as a % of sales NM 3.7% NM 17. 7% Special Items to consider in evaluating
operating profit: - Non-cash goodwill and indefinite-lived asset impairment
(62,490) $ - $ (62,490) $ - $ - Other Special Items - $ (3,870) $ (410) $ (3,870) $ Excluding Special Items, operating profit would have been: 4,760 $ 5,170 $ 31,700 $ 30,750 $ Energy Products Net sales 56,360 $ 40,540 $ 213,750
$ 163,470 $ Operating profit 8,070 $ 5,930 $ 32,740 $ 22,860 $ Operating
profit as a % of sales 14.3% 14.6% 15.3% 14. 0% Special Item to consider in
evaluating operating profit: - Other Special Items - $ - $ (320) $ - $ Excluding Special Item, operating profit would have been: 8,070 $ 5,930 $ 33,060 $ 22,860 $ Industrial Specialties Net sales 52,900 $ 50,160 $ 221,830
$ 204,630 $ Operating profit (loss) (15,080) $ 9,400 $ 19,670 $ 41,770 $ Operating profit (loss) as a % of sales NM 18.7% 8.9% 20.4% Special Items to
consider in evaluating operating profit: - Non-cash goodwill and
indefinite-lived asset impairment (24,790) $ - $ (24,790) $ - $ - Other
Special Items - $ - $ (430) $ Excluding Special Items, operating profit would
have been: 9,710 $ 9,400 $ 44,890 $ 41,770 $ RV & Trailer Products Net
sales 32,240 $ 46,370 $ 174,610 $ 198,790 $ Operating loss (49,430) $ (97,970) $ (43,320) $ (81,230) $ Operating loss as a % of sales NM NM NM NM
Special Items to consider in evaluating operating profit (loss): - Non-cash
goodwill and indefinite-lived asset impairment (47,600) $ (100,780) $ (47,600) $ (100,780) $ - Other Special Items (1,080) $ - $ (1,200) $ - $ Excluding Special Items, operating profit (loss) would have been: (750) $ 2,810 $ 5,480 $ 19,550 $ Year ended (unaudited) December 31, 34 Company and Business Segment Financial Information
Continuing Operations (cont.) Quarter ended December 31, 2008 2007 2008 2007
Recreational Accessories Net sales 39,220 $ 49,850 $ 249,780 $ 284,230 $ Operating loss (43,930) $ (81,620) $ (32,110) $ (64,200) $ Operating loss as
a % of sales NM NM NM NM Special Items to consider in evaluating operating
profit (los s): - Non-cash goodwill and indefinite-lived asset impairment
(37,340) $ (70,430) $ (37,340) $ (70,430) $ - Other Special Items (820) $ (8,990) $ (900) $ (8,990) $ Excluding Special Items, operating profit (loss)
would have been: (5,770) $ (2,200) $ 6,130 $ 15,220 $ Corporate Expenses (3,960)
$ (7,490) $ (22,160) $ (40,730) $ Special Item to consider in evaluating
corporate expenses: (610) $ - $ (2,220) $ (14,230) $ Excluding Special Items,
corporate expenses would have been: (3,350) $ (7,490) $ (19,940) $ (26,500) $ Total Company Net sales 213,140 $ 222,070 $ 1,021,300 $ 1,003,070 $ Operating
loss (162,060) $ (170,450) $ (76,380) $ (94,650) $ Operating loss as a % of
sales NM NM NM NM Total Special Items to consider in evaluating operating
loss: (174,730) $ (184,070) $ (177,700) $ (198,300) $ Excluding Special
Items, operating profit would have been: 12,670 $ 13,620 $ 101,320 $ 103,650
$ Other Data: - Depreciation and amortization 10,470 $ 10,370 $ 41,090 $ 39,060 $ - Interest expense 13,580 $ 15,390 $ 55,740 $ 68,310 $ - Gain (loss)
on extinguishment of debt 3,740 $ - $ 3,740 $ (7,440) $ - Other (income)
expense, net (720) $ 430 $ 2,290 $ 3,880 $ - Income tax benefit 17,230 $ 17,490 $ 2,080 $ 13,080 $ (unaudited) December 31, Year ended
Expires: March 31, 2006
Estimated average burden hours per response. . 28.0
SECURITIES AND EXCHANGE COMMISSION
Consolidated Balance Sheet
(dollars in thousands)
Statement of Operations
Company and Business Segment Financial Information
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