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Executives

David Wathen - President & Chief Executive Officer

Mark Zeffiro - Chief Financial Officer

Bob Zalupski - Vice President of Finance, Operation

Sherry Lauderback - Vice President of Investor Relations

Analysts

Tom Klamka - Credit Suisse

Karen Finerma - Merrill Lynch

Eric Ruttenberg - Tinicum

Jordan Hollander - Jefferies & Co.

Alan Weber - Robotti & Company

Matt Vitorioso - Barclays Capital

Walter Liptak - Barrington Research

Joe Fox - KeyBanc Capital

TriMas Corp. (TRS) Q4 2008 Earnings Call March 10, 2009 10:00 AM ET

Operator

Good day, ladies and gentlemen. Welcome to the TriMas fourth quarter earnings conference call. At this time, all participants are in a listen-only mode. Later we will conduct a question-and-answer session and instructions will follow at that time (Operator Instructions).

I would now like to introduce your host for today’s conference, Sherry Lauderback, Vice President of Investor Relations.

Sherry Lauderback

Thank you and welcome to the TriMas Corporation’s fourth quarter 2008 earnings call. Participating on the call today are David Wathen, TriMas’s President and CEO and Mark Zeffiro our Chief Financial Officer. Also with us today is Bob Zalupski our Vice President of Finance, Operation. Dave and Mark will review TriMas’s fourth quarter and year end operating and financial results in addition to providing the company’s outlook into 2009. After our prepared remarks, we will then open the call up for questions.

To facilitate this review of our results, we have provided a Press Release and PowerPoint presentation on our company website www.trimascorp.com under the Investor Section. In addition, a replay of this call will be available later today by calling 866-837-8032, with an access code of 287405.

Before we get started, I would like to remind everyone that our comments today may contain forward-looking statements that are inherently subject to a number of risks and uncertainties. We caution everyone to be guided in their analysis of TriMas by referring to our form 10-K and form 10-Q for a list of factors that could cause our results to differ from those anticipated in any such forward-looking statements.

Also we undertake no obligation to publicly update or revise any forward-looking statement except as required by law. We would also direct your attention to our website, where considerably more information maybe found.

At this point, I would like to turn the call over to David Wathen, TriMas President and CEO. Dave has been our CEO for approximately eight weeks and has been very busy implementing additional initiatives and many new processes. We will start with his remarks then his first few months at TriMas.

David Wathen

Thank’s Sherry. I feel that these first two months have been very productive and I’d like to share with all of you why I say that. As shown on page three, I traveled to and visited with all our businesses in North America. I’ve walked through most of our factories, our warehouses and assembly centers and I’ve met many of our people.

We’ve rolled out our new TriMas business system with processes for strategic planning, people plans, review methods and a pay for performance incentive system that ties it all together. We have also installed a long-term incentive strategy that rewards key operating managers for the long term appreciation of our stock.

I’ve had the opportunity to conduct quarter reviews of each SBU in February and actually recycle through that process to lockdown the actions we needed to manage through this recession.

My initial observation is that TriMas has quite a good set of businesses, some better than others of course. We have many very strong products that are technically differentiated and we have some market leading delivery methods. I met many people who are very good at what they do and very dedicated to TriMas.

The good news is there is also lots of upside. As you know, I spent the first 20 years of my career at GE, Emerson and AlliedSignal and I’ll always have a mindset of continuing total cost productivity, month-by-month, quarter-by-quarter, year-by-year. We will boost this activity at TriMas. I walk through a lot of warehouses with too much inventory.

You’ll see us bringing every tool to bear on improving turns and cash flow and inventory metrics are in each management team’s incentive targets now. Resources of people and capital are always precious and our new business process will fine tune what we do and don’t do in programs for growth, new products and cost cut.

Our task at hand is clear. We’re being brutally objective about this recession. When I think back to previous recessions, I was a GE Purchasing Manager in large industrial business during the 1981 recession, then an Emerson Division, President during the downturn in 1991 and Eaton Group Executive for the 2000 recession.

Those were good training grounds for being brutally objective and taking necessary actions. At TriMas with 10 different businesses the task is to intelligently decide what actions are applicable in each business unit and headquarters and then take those actions objectively and rapidly.

We’ve done that and when we come back to our outlook comments, we’ll show you some of the highlights and results and why we believe we’ve an operating plan to come through this recession leaner and stronger.

Now I’d like to hand over to Mark to recap fourth quarter and full year 2008.

Mark Zeffiro

Good morning and thank you, Dave. I’ll start my commentary with respect to our Q4 results on page five. You’ll note that the sales for the quarter were $213 million which represents a decline of 4% versus the year ago period, action fee effects of foreign exchange this decline was 1.2% for the period.

We saw a continued strength in our Industrial Specialties and Energy Products businesses offset the declines experience in our RV Trailer Products and Recreational Accessories segments which we collectively refer to as Cequent. Despite the revenue decline for the quarter our Q4, 2008 adjusted EBITDA excluding the effects of special items increased 33.7% compared to 2007. This significant improvement was largely attributable to the strength of our Energy Products and Industrial Specialty segments performance.

Please note my commentary related to our year-over-year performance excludes the impact of certain items related to restructuring cost reduction actions, the use of our IPO proceeds and other one time charges that are included in our results under GAAP, but which are separately considered in evaluating our real operating performance. These items are described more fully in our earnings press release in the appendix to the earnings call presentation materials.

In Q4, 2008; we did recognize an impairment of goodwill and other intangibles based upon the results of our annual impairment testing. The impairment totaled $172.2 million pretax and was driven by the impact on the company’s businesses of the climbing end market and significant decline in the global financial markets.

This charge eliminates all remaining goodwill for the RVT and Recreational Accessory segments and also recognizes the implications of our current stock price. This is a non-cash impairment charge and does not affect our access to our revolving credit or receivable securitization facilities.

Excluding the impact of special items, income for the quarter was nearly $3 million. This result reflects our continued efforts to reduce our cost footprint within the businesses and at a corporate level. In addition our higher margin energy and aerospace businesses contributed to a proportionately greater share of our operating profit offsetting impart the comparatively weak performance of our Cequent businesses in the quarter. In addition, we benefited from reduced interest costs resulting from lower rates as well as a gain on retirement of debt.

Moving on to page six, there are other business events we’d like to highlight. During Q4, 2008 we announced the sale of certain assets of our Packaging Systems segment. These assets were sold for $21 million in cash proceeds as previously disclosed. Commercially in the quarter, we continue to grow by expanding new offerings in our aerospace businesses and securing global contracts with several large customers of our specialty gasket business.

We also had two notable wins in our Cequent set of businesses. Our consumer products business received a significant new business award from Wal-Mart and our Australian business was awarded new business in Thailand. These commercial wins do come against a backdrop of end market declines consistent with our current economic realities.

As for 2008 full year results, please refer to page eight. For the year 2008, our sales increased by 1.8% to a total of $1.021 billion, this increase was driven by strong sales performance in our Packaging Systems, Energy Products and Industrial Specialties business segments which grew at an aggregate rate of approximately 15%. This growth was offset by an overall decline in our Cequent’s businesses at 12% in the year as compared to 2007.

However, the decline does represent reasonable performance relative to end market declines of more than 20%. SG&A cost for the year approximated $166 million or 16.3% of sales, which represented a spending decline of about 4.2% and 103 basis point improvement versus the year ago period.

Increased spending in our support of growth initiatives in our Energy Products and Packaging Systems segments was more than offset by significantly lower spending and recreational accessory segment primarily as a result of the further consolidation and warehouse and distribution network of our towing products business. We continue to drive costs out of the business while investing in certain growth markets.

Excluding the effects of special items, adjusted EBITDA, income and EPS all improved relative to the year ago period. Of particular note income for the year 2008 of $29.9 million represented an increase of 45% versus the year ago period. Significant improvements in operating profit of our energy packaging and industrial businesses which increase 15% year-over-year were more than offset by declining profitability of our Cequent businesses principally in North America.

We also benefited from lower Corporate office costs as a result of our mid year restructuring and reduced interest costs given the pay down of debt with IPO proceeds and lower interest cost in the back half of 2008.

Earnings per shares of $0.89 per the year increased 24% on a comparable basis. We closed the year with $132 million in cash and aggregate availability under our revolving credit and receivables facilities.

Now, turning to other financial highlights on page nine I will largely focus on cash flow and relative debt performance. To emphasize TriMas has a set of businesses that have good fundamentals with respect to cash generation performance. Excluding those special items our conversion of income to free cash flow was greater than 140% for 2008 and represented an increase of $22 million from the year ago period to $41 million.

All business segments were cash flow positive for the year and demonstrate potential for even better cash performance in 2009. We closed the year with debt and funding under our receivable of securitization of $630 million, a decline $27.5 million compared to a year ago. Our leveraged ratio was 4.16 times versus the covenant requirement of 5.

Operating working capital for the year did increase by $13 million to $179 million in 2008 versus year end 2007. This increase was partially a result of net inventory increases due to commodity cost inflation and lower payables levels versus 2007. Working capital remains a focus area for all businesses and our management team and we expect reductions in working capital to be a greater source of cash in the coming year.

Over the next few pages, starting at page 11 I will highlight segment performance for 2008. To briefly review our diversification, the Packaging Systems energy product and Industrial Specialties business segments represent nearly 60% of our revenue and approximately 90% of our operating profit. These businesses grew sales and operating profit at nearly 15% in 2008.

Turning to page 12, the first segment I would like to reviews Packaging Systems. Sales for 2008 were $161 million which represents an increase of 6% versus 2007. The increase in sales was a result of consumer oriented specialty dispensing products growth. Operating profit improve for the year to $31.7 million, an increase of 3%. Our support of growth initiatives and delayed price actions in response to commodity cost increases pressured our relative profitability in 2008 by approximately 60 basis points.

Moving on to page 13, the performance of our energy products segment is our operating highlight for the year with sales of growth of 31% to $214 million and operating profit improvement of 45% or $10 million to $33.1 million. Operating profit margins for these businesses improved 150 basis points to 15.5% for 2008 as a result of leverage in new product margins.

These businesses continue to expand product offerings and grow geographically and successfully implement global contracts. The performance of our Industrial Specialty segment is highlighted on page 14. Net sales increased 8.4% in 2008 to $222 million, which was substantially supported by growth in our aerospace fastener business driven by market and also product expansion.

The defense business also saw increased demand for a military shell casings during the period. Sales growth in these businesses was in part offset by reduced demand and specialty fittings and industrial cuttings tools businesses which track more inline with GDP. Operating profit grew in relation to the sales expansion.

Turning to slides 15 and 16, which I would like to discuss collectively, our sequence head of businesses, our RV and Trailer Products, and Recreational Accessories segments declined by 12% in 2008. The sales performance of these businesses has continued to outperform their end markets. However, the sales decline has resulted increased pressure on operating profitability.

Operating profit for the businesses declined $23.2 million in 2008 to $11.6 million or 66% versus the compared 2007. The decline in profitability was a result of a high-degree of negative leverage on sales decrease between years and a less profitable sales mix overall.

Despite this performance, these business units generated positive cash flow for the year of approximately $25 million and are positioned for yet better performance in 2009. The reality of these businesses end-markets and the resulted impact on profitability has only accelerated our restructuring efforts to simplify our business processes, consolidate productivity and leadership. Our efforts will allow for continued market leadership and a stronger business upon end-market recovery.

Now that concludes my comments with respect to 2008. Dave, would you like to take us through 2009?

Dave Wathen

Thanks. I’d like to start on page 18 with a review of our TriMas vision statement and our operating principles. Then I’d like to summarize what we are seeing in our end markets. Mark will update you in on the actions we’ve taken in our profit improvement plans and value creation activities. Then I will wrap up with a recap with our TriMas priorities that drive our operating tactics.

It’s useful to remind ourselves and you of our vision and operating principles. 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. Of course this implies some things, we aren’t in commodity products, we do try to serve customers who need our technical solutions and recognize the value we provide. We manage in ways that keep our SBUs fast and focused in finding high return programs.

Our operating principles support our vision. We continually improve our cost position. We prefer to compete with cycle times in everything from speed of production and filling customer’s needs to how fast we develop and sell our new products.

We are thoughtful with allocating resources and strike the right balance of spending among new products, expansion, productivity and acquisitions. We find ways to benefit from TriMas’s overall-size without slowing down our businesses and we followed principles and practices to make TriMas an attractive place to work.

Moving on to the end markets on page 19, I would like to share what we’re seeing and how we are reacting to the negative headwinds. In Packaging, remember that our Rieke business designs and makes many kinds of dispenser enclosures and not containers. Because of redesigns by customers, there is a constant cycling of new designs in product launches, so our people are busy, but of course the end markets are flat in total with a few bright spots in medical and pharmaceutical applications.

In Packaging we differentiate with technology, plus we keep adding products and in fact we just started shipping dispenser products that are new for us built on a set of machinery and tooling that we bought out of a bankrupt competitor. New products will help us fight the negative headwinds.

We serve energy markets in our Aero and Lamons businesses and overall we are about two-thirds MRO and one-third new site work. Both are down although refineries and chemical processors still have to do rebuilds and modifications.

Arrow or Engines in well site product SBU is being hard hit by the drop-off in new oil and gas wells in the U.S. and the fact of some new wells are being taped without installing new well site equipment. To buck this headwind, Arrow is adding new products after folding in a small acquisition last year that added certified welders and fabricators to expand our line of well site equipment.

At Lamons, our gasket and hardware business the upside is all in geographic expansion of our company stores. You will recall that these satellite operations served fast turnaround needs at nearby refineries and processing plants. China is up and running, Rotterdam is just now coming on stream and in next quarter we’ll have an additional North American site.

We have a set of hardware machining forming and fabricating businesses that we call Industrial Specialties. What they have in common is they don’t make anything that could be called a commodity. We are in the business of designing special devices that solve our customer’s problems whether it would be fastening, connecting, machining, fixing or attaching, loss of high tech materials, difficult processes and precision production methods.

From a market perspective, likely Monogram serves Boeing and Airbus will keep producing because industrial markets are down a little. The bright spot is medical, but we’re small in this. I’ve had some good experiences with serving medical markets, so I tend to invest here and in fact one of the few capital expenditures I’ve approved this year is to add precision grinders for a medical product where we have the orders so long as we can produce.

That’s really the action for us in Industrial Specialties, adding new products and some cross pollinating of technical skills between the business units. In our RV & Trailer and accessory business, which we call Cequent it’s all about restructuring and right sizing. Our markets were down 20% last year and could be down that much again in 2009. We’re consolidating three of our SBU’s in one.

We’re consolidating and closing facilities. Moving more work into low cost production areas. Consolidating warehouses and we have lean projects underway in the remaining facilities. Our fixed headcount in this business unit is down 25% in 2009 versus ‘08.

We are also redesigning our product offerings to reduce our part number count for simplicity and we’ve done pricing analysis to identify fixes for the lowest margin products and customers. So, we are using this recession to streamline, cost reduces and communizes this whole batch of previous acquisitions into the lien, agile, high-turns business that it needs to be.

Of course there are bright spots. Cequent’s retail business unit keeps gaining share of customers like AutoZone and Wal-Mart and our Thailand plant which operates as a satellite of our Australian business unit, is just now ramping up about some new products to new orders.

Overall, we will see TriMas’s sales down in 2009, 10% to 20% and we are operating to the pessimistic side, so we’ve taken cost out to allow us to hold the key metrics of SG&A percent flat to last year and EBITDA percentage will be up from last year on our lower sales forecast. We intend to come through this recession leaner and stronger.

Now, Mark will share some of these costs out projects and more importantly, what we’re doing to ensure compliance with our debt covenants.

Mark Zeffiro

Thank you, Dave. Our profit improvement plan is summarized in page 20. In November 2008 we announced specific actions to realize the first $6 million in 2009 out of a goal of $15 million in realized savings for that same period that being 2009. This goal has subsequently been revised.

In the past two months our team has redoubled their efforts to advance all activities in 2009 and in that sense pull the entire program for the one year. We have now already completed or identified specific actions to realize $28 million of cost savings in 2009. We wanted to share our focus areas for our completed actions. We have already made changes in staffing and compensation, which will result in $17 million in realized savings for 2009.

These savings have come from reductions in force, furloughs, merit deferrals and other actions. We will complete additional plant consolidation, notably on March 5 we announced the planned closure of our Mosinee manufacturing facility in September of 2009. This combined with other restructuring actions will result in 2009 savings of $4 million.

Our business leaders have implemented other actions to drive productivity and lower spending levels which will achieve cost reductions across the business, including within our supply base in 2009. This is just a point in time assessment to our cost initiatives and we are committed to finding and implementing more cost reduction actions. Over the remainder of 2009, we expect to periodically share with you our progress on these efforts.

I’d like to move now to page 21. While the cost savings remain critical we also recognize that there are other activities and actions that create value for our corporation. We have launched efforts to better ensure, negotiate and track price and productivity actions driving to our strategic goal of best cost producer.

This initiative has become clear as we have made progress on business simplification and leadership consolidation. We are focused on moving our debt services cost, which we anticipate will be reduce by $4 to $7 million in 2009, as we continue to act on rates and drive reductions in our outstanding indebtedness.

We have planed to reduce our working capital levels at least $10 to $20 million in 2009. We will continue to be prudent in our capital deployment to support our business initiatives. We still have discretionary spending levels to address which could represent an additional $5 to $7 million in reductions.

Lastly, we will continue efforts to monetize non-core assets. All these effort to slow given the current economic environment we will continue to pursue the sale of these assets which are not core to the longer term needs of TriMas. Again, this only represents a sample of the actions on which we remain focused. There are other tactics to improve either earnings or cash generation which have our attention.

As these actions are implemented we will continue to share the outcomes of these efforts. Given the economic uncertainties ahead of us, the TriMas Executive Team has stress tested our expected performance, built yet more contingency plans and advance the timing of our actions all in an efforts to add certainty to our performance. Collectively these efforts have resulted in a targeted minimum cushion of our leverage covenant of 0.4 times or approximately $60 million of available liquidity throughout 2009.

Dave, would you like to sum it up for us at this point?

David Wathen

I’ll conclude on page 22 with a recap of our priorities and then we will go to Q-&-A. First we continually focus on improvement of operating profit in every business unit. We do that by bringing every tool to bear in managing prices, improving cycle times, improving turns, designing new higher margin products and certainly in reducing and optimizing every cost. Over the long haul the best cost producer always wins.

We also bring every tool to bear in managing cash and optimizing our balance sheet. We will continue to pay down our debt. I carry with me and stay updated on our rolling forecast liquidity and list of our actions to optimize these metrics. We certainly deploy capital intelligently and prudently.

Our management processes help identify and sort the best investment programs and will only invest where we see high returns and alignment with our strategic vision. Again at TriMas we intend to come through this recession leaner, faster and stronger for the future.

Now we will gladly take your questions.

Question-and-Answer session

Operator

(Operator Instructions) Your first question comes from Tom Klamka - Credit Suisse.

Tom Klamka - Credit Suisse

The profit improvement point that you outlined on page 20, for $28 million, as you go through this list, are all of the steps necessary to reach $28 million already done at this point or are there other additional actions you have to take in this list that haven’t happened yet.

Mark Zeffiro

The actions are implemented, Tom. With respect to the employee personal actions, obviously with exception of the realize savings that will have starting in September with the closure of the Mosinee facility. So everything is implemented as time paced as it can be and we have that additional facility closure that will happen later in the year.

Tom Klamka - Credit Suisse

And some of these are directly, someone just laid off to save, you save right away. Are any of these more volume dependent in order to obtain this level of savings? So if volumes are lower than you expected, you wouldn’t actually save that much.

Mark Zeffiro

Tom, what we have done is gone through our cost saving metrics and looked at indirect fixed overheads and the like and that’s what we are doing in terms of really trying to drive reduced overall spends. So these would not be as volume sensitive as maybe, for example material costs productivity and the like.

David Wathen

We are doing all those things too but we are not counting those as part of the profit improvement.

Tom Klamka - Credit Suisse

Okay. On some of the more OE related businesses, I guess Aero and say Norris Cylinder and some of the others. Can you talk about what you’re seeing there as far as I guess maybe start with energy; they did great in the quarter in the year. How did that performance vary between Lamons and Arrow?

David Wathen

Lamons with the upside coming from the new store openings, is kind of bucking the trend. I wouldn’t call them up, but they are hanging on the revenue side and they have got a variety of cost reduction programs that will come through. Arrow like I said is the hard-hit business and you know it’s hard to model any of these kind of businesses when we can look at number of wells completed and all that as you can, and any count of that stuff is way down 20%, 30% down.

Like I mentioned, to make it even uglier it’s clear that those wells are being completed and then the owners is making a decision to just cap it and not install all the equipment. That said the only way to buck it for us is new products. If you walk through a well site it is full of welded, fabricated products that all got to be built by certified welders and tests and we filled in the small acquisition really just recently, I was there in February and I was just up and running that makes, just about anything you can imagine for the well site.

Again, it’s certified welders, its X-ray machines, I mean its high safety precision stuff and so we put ourselves into the capability of doing all that. So now the action is in, what should we do next and what do we roll out next? I can’t be optimistic and so, Len who runs that business is just had to be brutally objective about what’s thrown at us and downsize accordingly.

Tom Klamka - Credit Suisse

Yes, I guess my question is, as far as the historical forms in the quarter in the year, the improvement and earnings in that and energy. So, was that mainly driven by Arrow then as opposed to Lamons?

Mark Zeffiro

Actually it was really both, Tom. If you look at the year-on-year performance in both segments, they both showed improvements year-to-year. I’d have to say that the relative volume increase at Arrow would be greater than that of what we saw at Lamons, but they were both positive within the year.

Tom Klamka - Credit Suisse

Okay and how about something like Norris Cylinder and aerospace and ISG. Aerospace I guess, despite the turn down you’re still seeing some moderate growth there going forward I guess?

David Wathen

I saw the headline that said ‘Airbus cuts line rates’ and I thought oh no, and of course you read it and it says they cut back to last year’s line rates, which for a supplier feels pretty good nowadays. Business jets, what can you say? I mean there is none of that being done. Luckily, the business is heavier towards the big side, the big aircraft side and so therefore Monogram continues to do okay. None of our businesses run much backlog has become Monogram is one of the few that sees much of anything out front and anyway so good with Monogram.

Tom Klamka - Credit Suisse

Last question when you look at a large portion of this profit plan comes out of Cequent. When you look at Cequent today and what you think is going to happen going forward, if you get this savings that you are expecting, do you expect Cequent to be at a break-even EBITDA level for the year, ‘09?

David Wathen

Well, they better do better than that.

Mark Zeffiro

Tom, we haven’t given any segment related EBITDA performance, but if you look at the relative potential sales decline and the profit improvement program, I would expect those two things likely to offset with a little bit of tailwind.

Operator

Your next question comes from Karen Finerma - Merrill Lynch.

Karen Finerma - Merrill Lynch

Hi, good morning. This is actually Karen calling in for John. If we look at Cequents and Packaging System for this quarter, they are both down in fourth quarter year-over-year. How much of that drop would you attribute to inventory de-stocking, and have you baked-in in your assumption going forward, that some of the demand is going to come back based on some level of restocking?

David Wathen

As tempting as that is, I remain underline the we’re pessimistic. This is a year to be pessimistic about when it’s coming back. I mean we’re all desperately looking for some positives out there and I’m not seeing them. Call me if you’ve got some.

I mean, so what do you do? I mean we’ve all been through this stuff before and I’ve said this to a variety of our SBU heads when we talk about this stuff. It’s time to be pessimistic and size for the pessimism and some day we’ll be fighting to grow.

Karen Finerma - Merrill Lynch

So you aren’t really baking in any sequential improvements in those end markets, market changes in Cequent?

Mark Zeffiro

This is Mark and the answer is no. We’re not expecting any sequential improvement in that business. Obviously our back half comps get relatively a bit easier as that incremental and pretty precipitous slowdown happened in the back half of 2008, but I would add this, is that you asked about the inventory and channel so to speak and the inventory and channel has been affected and if you talk to our people that lead those businesses, there is a general feeling that the inventory within channel is pretty stable and it’s more on a flow basis now.

Karen Finerma - Merrill Lynch

So you’re saying inventory has stabilized and if the end market does not get worse, you would see sales levels similar to that in the fourth quarter. Is that a fair statement?

Mark Zeffiro

Yes, it’s a fair statement. I would just realize also it’s a seasonally dependent business that as they get into their season here in Q1 and Q2, our natural incline is starting like the latter half of this quarter and well into Q2. So this is now your industrial clunker where you’ve got basically flat sales quarter-on-quarter. There is a natural seasonality for the business because of just the end markets.

Karen Finerma - Merrill Lynch

Then you guys have previously called out I think at the end of the third quarter that you have some high cost inventory and then you’re trying to work it down. Can we expect to begin to see some sort of raw cost benefits going forward?

Mark Zeffiro

That’s a great question. If you think about the inventory levels at year end, we showed have an increase of about $7 million year-on-year. There is still some inflation trapped in that, but we’ve made our way in large part across the businesses through that inflation. I would expect then therefore with commodities coming down, an ability to bounce our margin rates a little bit in 2009.

Karen Finerma - Merrill Lynch

Would that be starting from this quarter or further down the road?

Mark Zeffiro

What I would say is further down the road.

Karen Finerma - Merrill Lynch

Then just lastly, you guys mentioned the plan for growth and also the plan to deleverage. Do you have some sort of a timetable? You guys have around $600 million debts on books, should we expect to see more sort of action in terms of debt buy backs similar to what you guys did in this quarter and what is your longer term plan of paying down this debt? What’s the balance between deleveraging and growth longer term?

Dave Wathen

I’ve answered that quite a few times internally. The easy answer is, that’s part of the management team’s job here, is to make those kinds of calls, but obviously it’s attractive to buy down our debt and it competes with every other investment program and I’m not going to say we’ll do no investment in the businesses. I already told you, we’ve bought some grinders to do some medical drills.

I’d like to say, I mean that’s part of the job, is to balance all that and there are always programs whether they be new growth or they be cost out programs that need some money and they compete against everything else and again, that’s we’ll do our best to make those decisions; good and well, we like to pay down our debt because it just makes us more agile in the future.

Operator

(Operator Instructions) Your next question comes from Eric Ruttenberg - Tinicum.

Eric Ruttenberg - Tinicum

I have a couple of questions. First question is in the presentation that you guys have on the packaging, I’m just little confused about it, maybe you could help me out. It looks like the fourth quarter EBITDA was higher in ‘08 than ’07, yet the operating profit was lower, according to page 12; I was wondering how that happened?

Mark Zeffiro

Well, if you look at the implication of the special items year-on-year Eric, you’ll see part of the explanation there and that’s really what drove it, but you also saw…

Eric Ruttenberg - Tinicum

But aren’t both of these apples-to-apples?

Mark Zeffiro

Yes, they are.

Eric Ruttenberg - Tinicum

So, aren’t they both excluding the special items?

Bob Zalupski

Yes, a year ago we bought back leased equipment Eric that is now on book and as a result has higher depreciation compared to the year ago period.

David Wathen

So it’s a DNA discussion Eric.

Eric Ruttenberg - Tinicum

Then with the sale of your little subsidiary this quarter that generates $20 million of cash, I’m on page 21 and you talk about the conservative estimate of free cash flow of $40 million to $45 million and other dispositions of $10 million to $20 million. My first question is, this is inclusive or non-inclusive of what you’ve already sold this year?

Bob Zalupski

This would be not inclusive Eric. It’s purely an operational metric.

Eric Ruttenberg - Tinicum

Okay. Its $10 million to $20 million, then isn’t included in the $40 million to $45 million?

Bob Zalupski

The working capital payout would be part and parcel of our operating measure. That’s correct.

Eric Ruttenberg - Tinicum

But, you have other here of dispositions…?

Bob Zalupski

That would not be. That’s correct.

David Wathen

We put that in the upside column.

Eric Ruttenberg - Tinicum

That’s not included in the $40 million to $45 million?

Bob Zalupski

That’s correct.

Eric Ruttenberg - Tinicum

Nor is the $20 million that you’re already sold?

Bob Zalupski

That’s correct.

Operator

Your next question comes from Jordan Hollander - Jefferies & Co.

Jordan Hollander - Jefferies & Co.

Most of my questions have been answer, but just I guess housekeeping items. First one, what is your capacity to buyback senior sub notes?

Mark Zeffiro

That’s leverage constricted according to our credit agreement and as such the maximum that we can purchase at cash basis is $125 million; that’s in the best possible case. We’re now right in the zone of about $75 million cash basis.

Jordan Hollander - Jefferies & Co.

Okay, so no real restriction going forward?

Mark Zeffiro

It’s obviously leverage restricted if we would have a dip in our relative turn times leverage covenant, we’d obviously be locked out.

Jordan Hollander - Jefferies & Co.

Is it possible to provide a post DSL compact, what your cash and debt balances are?

Mark Zeffiro

Jordan, I can circle back with you on that after the call, if you felt that that would be helpful?

Operator

Your next question comes from Alan Weber - Robotti & Company.

Alan Weber - Robotti & Company

The prior question you addressed the free cash flow from operation plus the sales in business this year plus possibly selling another business. If that comes through, can you talk about the order of what debt gets paid down? Is it all going to be purchase of bonds? What is kind of mandatory like that in ‘09?

Mark Zeffiro

In terms of the cash we generate Alan we would obviously look at this as a fundable basis and as David indicated, decide exactly what projects and/or what debt actually we would pay. If you’re to look at the order of operations, our credit agreement does have specific requirements with regards to if indeed there were proceeds of greater than I believe the answer is $25 million, we would end up having to buy down term debt. As such that’s available to you in our disclosures associated with that credit agreement.

Alan Weber - Robotti & Company

Okay and then kind of unrelated in the Cequent business, can you talk about kind of what you are seeing from the competition in terms of others going out of business, liquidating or like that?

David Wathen

Good question. One of my basic business premises is, in bad times the big guys win and so take advantage of that. The trouble is they hang on for a long time. We know there are some competitors that are struggling more than we are with all this.

For any specifics yet, I don’t have any that I could name, but we’re not shy about using our size to convince customers that, “hey, you want to be with the full stop shop. We’re around for the long haul. We’re part of a big corporation etc, etc...” I mean although we’ve made that speech a few times, but as far as any specifics I don’t have it yet to share.

Operator

Your next question comes from Young Kwon - Barclays Capital.

Matt Vitorioso - Barclays Capital

This is actually Matt Vitorioso; just curious how you would characterize your current relationship with your bank lenders. You guys sound like you feel pretty comfortable with your 0.4 turns of cushion through the year, but if things continue to deteriorate would you look to negotiate with them early? How would you characterize that relationship currently?

Mark Zeffiro

Great question Matt. The way in which we would do that is we would do that or doing as Dave stressed and I stressed in the prepared remarks, everything possible to ensure that we never have to have the conversation in the first place.

I mean we want to operationally deliver or transactionally deliver cash flow that keeps us out of that situation, but in the event that we do, we have a very open relationship with J.P. Morgan and they’ve been very supportive as witnessed through the renewal of our air securitization facility and we would proceed to them if indeed we foresaw a problem. At this point in time, we’re running the business for operating cash flow to ensure that we don’t have to have that conversation in the first place.

David Wathen

I’ll just add to it that. I know goodwill; well it would be very expensive to do that. So given the times, I would rather do other things to avoid that problem. We’ve had to do some painful things already and there’s more painful things on the potential list and part of my job is to make sure we’re around here for the long haul and I intend to be doing this next year and the following year and the following years.

So my summary is we are going to work darn hard to stay out of that situation, because it would be so expensive and I’d rather do other things than that.

Operator

Your next question comes from Walter Liptak - Barrington Research.

Walter Liptak - Barrington Research

The first question, what is the DNA expected to be in 2009?

David Wathen

We are digging for numbers.

Walter Liptak - Barrington Research

Well, the next question is, you provided some guidance on cash flow estimates and other things. I wonder why you decided not to give any EPS guidance.

David Wathen

That’s my decision and I mean in this recession, my decision has been to stay away from EPS guidance and instead give you what I think is a whole lot more useful guidance. Our liquidity or what we’re doing in working capital, our improvement actions and all of that. Again, I would submit that’s more useful and relevant right now than any EPS number and that’s why we came to that decision.

Walter Liptak - Barrington Research

Okay, you gave us enough where we can back into it, but we’ve got to work for it and as the other caller just said, you’re running pretty close I guess on some of these debt covenants and based on your background, you’ve been with companies that haven’t had a lot of debt and I wonder what your tolerance level is for the kind of businesses that you have, some of which are very good and the debt level and potential significant divestures to try and rapidly de-leverage the business.

David Wathen

Let me remind you, if search my background, I did spend four years as a partner, really the operating partner of a private equity fund who was in the business of buying distressed businesses.

I always tell the story, I mean quite often I would go be the interim CEO in an acquisition and I got to tell you, there is no experience. When you work for big companies, you wind up feeling like the treasury is bottomless and you just kind of argue about on what you need. It’s a whole different animal to have your CFO walk into office and say we can’t make payroll right and that stuff sinks in.

I came out of that whole experience with a whole different attitude about cash and one of them is, you figure out what the right amount of liquidity is. I mean we could manage for a higher liquidity, availability; we could manage for a higher set of turns, but then we wouldn’t be able to buy grinders to make medical drills or something like that.

So again that’s a decision that we’ve got to walk constantly and it’s not as pure as just being numbers on paper, because you’ve got to make some judgment calls about stress and what could go and all that, but again that’s what you all pay me to do and the team here to do.

So that’s about the line we’re willing to walk, is what we talked about and I think that’s about right to give us some room if we need to do something drastic, if we get surprised and yet it doesn’t keep us from making some long haul investments that make sense for the business.

Walter Liptak - Barrington Research

Okay, will you be cautious with the CapEx spending early in the year; it looks like you will be at around 20 million in CapEx is what you’re forecasting?

Dave Wathen

Yes. I mean I use the word precious, I mean its people and it’s capital. There’s always some you have to spend on maintenance. We are at pretty good set of businesses and that’s one of the things I’ve chosen to control myself and again my background, I’ve been in this kind of thing for a long time.

The capital has to pass the test of returns and alignment with vision. The vision statement we shared and we’re shown and all is different than we had in the past and obviously I have the opportunity to say what I think is the right vision for us and that’s what we will align with.

Mark Zeffiro

Walt, with respect to your G&A question, between $42 million and $43 million.

Walter Liptak - Barrington Research

The disposition of non-core assets, the $10 million to $20 million, is that part of your free cash flow estimate or is that something separate?

Mark Zeffiro

That is separate.

Operator

Your next question comes from Joe Fox - KeyBanc Capital.

Joe Fox - KeyBanc Capital

I’d like to talk a little bit about SG&A. Obviously there’s a lot of moving pieces there from your cost reduction efforts which sounds like it’s going to partially be offset by some strategic expansion in energy. Earlier you mentioned that SG&A as a percentage should be relatively flat versus ‘08 levels, do you think that’s going to be flat in every quarter or would it be safer to assume that SG&A as a percent would be potentially up in the front half and then down in the back half of the year as your cost reductions take hold?

Dave Wathen

I would expect to see Joe a degradation or a decline in SG&A as a percent of sales through the quarters.

Joe Fox - KeyBanc Capital

I mean is that going to increase then as you go through the quarters, I mean can you just kind of walk through the cadence?

Mark Zeffiro

I don’t have that immediately in front of me Joe, but I can circle back with you. What I would say is that the cadence associated with SG&A as a percent of sales, it’s not going to be materially different quarter-on-quarter and recognize the seasonality and the front half of the year associated with our Cequent businesses.

Joe Fox - KeyBanc Capital

Okay, yes I mean I guess a little extra color on that would be helpful. Also just to be a little bit more specific on debt pay down. If you do end up generating $40 million to $45 million in free cash flow in ’09, how much debt pay down would you expect to have based on that amount?

Mark Zeffiro

That’s a great question Joe. If you generate that free cash flow within the period, we would continue to look at bond repurchases of course and as need be we would look at if indeed there was some big transaction other term related purchases. To declare what that would be right now would be a bit presumptuous.

Joe Fox - KeyBanc Capital

Also can you expand on what your non-core assets might be and if you have any potential buyers lined up for this business?

Mark Zeffiro

Yes, Joe those are pretty consistent with what we talked about in previous meeting and disclosures. We have property management related assets that are just leasing come at this point in time that are fairly valuable in the markets in which they are resident. Example, the assets on the West Coast in terms of our Vernon facility is something that we are actively marketing. To declare others may not be prudent for me as we’re still in the process of negotiating what we think is a reasonable price on those assets.

Joe Fox - Keybanc Capital

Then my last question is with respect to your facility rationalizations, can you give us a better sense of what your footprint might look like going forward and do you anticipate any integration of your specific business units?

David Wathen

We have effectively integrated the three big product businesses in North America for Cequent. Tom Bensen runs that for us and we have turned that into a large SBU, that’s going to be peer marketing and sales and the VP of manufacturing and all that. Of course it is easy for me to say we’ve done that. We’ve made that change; it takes a while for it to settle in of course.

The rest of the businesses, I mean I don’t see an organization in need to change that. Again, I say it over and over. We expect our SBUs to be able to run themselves. All the SBU Presidents report directly to me. That’s way I think that makes sense in this kind of an organization and I expect them to run their own show.

So, I don’t have a strategy that says merge SBUs other than the Cequent ones and in Cequent the retail business that generally runs is a separate kind of a business as is the Australian unit.

Operator

I’m showing no further questions and I’d like to return the call to Dave for closing remarks.

David Wathen

Okay thanks. There’s a couple of questions that we haven’t been asked I want to address those. The one is our NYSE listing and if you analyze our statements, consider our goodwill impairment and our stock price, you would conclude that we trip the NYSE $75 million shareowners equity rule.

We’ve done our homework on that and how to respond to a notice that we would expect to receive. We have a cure plan that we believe will satisfy the NYSE; there’s quite a long period for that and we will work proactively with them through that cure period. So I guess that wouldn’t be an announcement, but if you do the numbers you’d probably come to a conclusion, so we’ll see. If we get a notice, we’re ready to respond.

Then let me just close with a comment based on -- I’m new and so my view on TriMas and I guess what I’d ask you to remember is I see way more upside than downside. TriMas has a strong group of businesses and these businesses have the kind of characteristics it takes to actually gain on competitors during tough times.

Coming in I heard a lot of comments about Cequent. I’m actually encouraged by what I believe Cequent can be. It would have been better to integrate and optimize all those acquisitions as they occurred, but instead we’ll do it all at once and do it right now.

Finally I’m convinced that increasing the intensity and applying all the tools of total productivity, cycle time improvement, working capital reduction, applying all those tools will jump start TriMas into the high performer that it should be and I firmly believe that we really will come out of this recession leaner, faster and stronger. Thanks everybody.

Operator

Ladies and gentlemen, thank you for your participation in today’s conference. This concludes the program. You may all disconnect. Everyone have a great day.

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Source: TriMas Corp. Q4 2008 Earnings Call Transcript
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