2014 Outlook Update and AllfastFastening Systems...

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2014 Outlook Update and Allfast Fastening Systems Acquisition Presentation September 22, 2014 NASDAQ TRS

Transcript of 2014 Outlook Update and AllfastFastening Systems...

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2014 Outlook Update and

Allfast Fastening Systems Acquisition Presentation

S e p t e m b e r 2 2 , 2 0 1 4

NASDAQ • TRS

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Forward-Looking Statements

Any “forward-looking” statements contained herein, including those relating to market conditions or the

Company’s 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 Company’s business and industry,

the Company’s ability to complete the acquisition on the terms described, or other acceptable terms or at all

because of a number of factors, including the failure to satisfy closing conditions, the Company’s ability to

integrate Allfast and attain the expected synergies, and the acquisition being accretive, the Company’s

leverage, liabilities imposed by the Company’s debt instruments, market demand, competitive factors, supply

constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the

Company’s accounting policies, future trends, and other risks which are detailed in the Company’s Annual

Report on Form 10-K for the fiscal year ending December 31, 2013, and in the Company’s 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.

In this presentation, certain non-GAAP financial measures may be used. Reconciliations of these non-GAAP

financial measures to the most directly comparable GAAP financial measure may be found at the end of this

presentation or available on the Company’s website. Additional information is available at

www.trimascorp.com under the “Investors” section.

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Opening Remarks3

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Agenda

• Opening Remarks Dave Wathen

• 2014 Updated Outlook Dave Wathen

• What Has Changed

• Updated Actions

• Allfast Fastening Systems Acquisition• Strategic Rationale Dave Wathen

• Allfast Overview Bob Zalupski

• Opportunities and Synergies Tom Aepelbacher/Jim Randall

• Financial Impact Mark Zeffiro

• Closing Remarks Dave Wathen

• Foundation for 2015

• Questions and Answers All

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2014 Updated Outlook5

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External and Internal Headwinds

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Taking actions to respond to recent headwinds.

External Factors Action

Energy end market has not improved to expectations • Accelerate identified programs; added funding and

people resources

Consumer spending in Australia (Cequent) • Reconfigure aftermarket organization

Brazil economy (Energy and Cequent) • Right sizing energy footprint

• Evaluating scope of Cequent business activity

South Africa (Cequent) • Delay ramp-up of activity until late 2015

Internal Factors Action

Cequent Americas move to Mexico – production levels as

expected, but productivity gains and supply chain lagging

• Prioritization of projects

Aerospace inefficiency responding to order choppiness • Added operating management horsepower

Standard product margins in Energy • Accelerate identified programs – add funding and

people resources

Cequent APEA behind plan on integration of businesses • Accelerate programs and adding resources

Tax rate • Refocus on top impact projects

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Areas of Positive Momentum

• Packaging continues strong revenue and margin performance

• Rieke accelerated Asian footprint movement

• Lion Holdings integration going well

• Engineered Components businesses continue to perform as expected

• Free Cash Flow guidance unchanged

• SG&A leverage

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Actions in 2013 positively impacting 2014 results.

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EPS Bridge (2013 versus 2014 Projections)

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Operating profit growth offset by higher share count and taxes.

$2.06$1.85-$1.95

FY 2013 Actual to FY 2014 Projected EPS Walk

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2014 Outlook Update

Outlook as of 9/22/14*

Sales Growth 6% to 7%

Earnings Per Share, diluted(1) $1.85 to $1.95

Free Cash Flow(2) $55 to $65 million

(1) Defined as diluted earnings per share from continuing operations attributable to TriMas Corporation, excluding “Special Items.”

(2) Defined as Cash Flow from Operating Activities less Capital Expenditures. 9

The Company expects $0.41 to $0.46 EPS for third quarter 2014.

* 2014 Outlook excludes the impact of the Allfast acquisition post-closing and related financing.

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Click here to insert text

10

Announcing Allfast Fastening Systems Acquisition

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Strategic Aspirations

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Allfast acquisition advances TriMas’ Strategic Aspirations.

G E N E R A T E high single-digit top-line growth

I N V E S Tin growing end markets through new products, global expansion and acquisitions

E N H A N C Emargins through productivity initiatives, leveraging costs and business mix

G R O W earnings faster than revenue growth

O P T I M I Z E capital structure

S T R I V E to be a great place to work

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Strategic Rationale

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Aerospace is a strategic platform with significant opportunities to grow.

Acquisition of Allfast Transforms TriMas’ Aerospace Platform

Expands Value-added

Product Portfolio

• Nearly 50% increase in overall aerospace revenue

• Significantly expands fastener product portfolio

• More proprietary products for existing OE and distribution customers

• Mid-single digit growth in global aerospace market

• Both companies have track record of more than 2x end market growth

• Combined product offering uniquely positions TriMas to benefit from

platform-wide supply opportunities

Capitalizes on

Growing End Markets

• Complementary products and customers

• Industry reputations for product quality and on-time delivery

• Strong operating systems and emphasis on lean manufacturing

Leverages Strengths

of Both Companies

• Significant opportunities to grow high margin business

• Revenue and cost synergies

• EPS accretive and strong Free Cash Flow in 2015Financially Compelling

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Allfast Overview

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• Leading global manufacturer of solid and blind rivets, blind bolts, temporary

fasteners and installation tools for aerospace industry

• Content on substantially all commercial, defense and general aviation platforms

• Manufactures 30,000+ different qualified fastener styles

• Highly experienced senior management team

• 165,000 sq. ft. state-of-the-art manufacturing facility

• Strong application engineering capabilities

• IP portfolio with a high level of proprietary products and processes

• Approximately 250 employees

• Located in City of Industry, California (15 miles from Monogram)

Generational asset that aligns well with Strategic Aspirations.

Summary

Key Metrics

• $55M in revenue (12 months ended August 2014) – 13% Sales CAGR 2010 – 2014E

• Superior margins – accretive to TriMas’ aerospace platform

• Significant growth opportunities under LTAs for existing products with customers

• New products in pipeline able to drive additional growth

• Low capital expenditure needs and strong Free Cash Flow profile

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Allfast Overview – Products

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Allfast manufactures over 30,000 different qualified fastener styles.

OverviewA leading U.S. domestic approved solid rivets supplier

Core, heritage business

Poised for major European and Asian expansion

Solid Rivets

A leader in blind rivets

Wide variety of alloys, grip ranges and sizes to

tailor to each customer’s specifications

Qualifying on key new products and platforms

Blind Rivets

Temporary fasteners, which are designed to facilitate

automated metallic riveting and composite assembly

Proprietary products include: FasTACK® and SuperTACK®

Well-positioned for outsized growth

Temporary Fasteners

Installation Tools & Miscellaneous

MBC & Specialty Fasteners

Products include MBC (high strength monobolt hybrid

pending qualification) and CF Spacer rivet

New/pending qualifications provide significant runway

for growth

Blind Bolts

Blind bolts for both metallic and composite structures

Product design features are highly composite-friendly

High growth products correlated to composite aircraft

platform deliveries

SO

LID

SB

LIN

DS

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Allfast’s fasteners are employed throughout the aircraft aerostructure.

Allfast Overview – Product Placement

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Allfast Overview - Customers

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Unparalleled reputation for product quality, reliability and on-time delivery.

Select Key

Customers

OEM/Tier 1 Distributors Government/Defense

Selected Awards for Recognition of Excellence

Boeing President’s Boeing Quality Northrop Platinum Embraer Supplier of Lockheed Star

Award for Excellence 100 Club Source Supplier Award the Year Award Supplier Award

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Content on Nearly All Major Platforms

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Expected increases in deliveries of major commercial aircraft platforms provide

significant opportunity for continued growth.

Platforms

� 737 (all variants)

� 767

� 777

� 747

� 787

Products

� Solid Rivets

� Blind Rivets 1

� Blind Bolts 1

� Temporary

Fasteners

BOEING

Platforms

� A320 (all variants)

� A330

� A340

� A350

� A380

Products

� Solid Rivets

� Blind Rivets

� Temporary

Fasteners

AIRBUS

Platforms

� Embraer 170

� Embraer 175

� Embraer 190

� Embraer 195

� ERJ 145/145 XR

� ERJ 135/140

Products

� Solid Rivets

� Blind Rivets

� Temporary

Fasteners

EMBRAER

Platforms

� CSeries (CS100 and

CS300)

� CRJ

� Q-Series/Q400

Products

� Solid Rivets

� Blind Rivets

� Temporary

Fasteners

BOMBARDIER

Platforms

� Comac C919

� MA700

� Mitsubishi

Regional Jet (MRJ)

Products

� Solid Rivets

� Blind Rivets

� Blind Bolts

� Temporary

Fasteners

OTHERS

Note: Includes select platforms and is not a comprehensive list of all platforms where the Company is certified(1) Indicates products where Allfast is qualified, but not currently supplying

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Opportunities and Synergies

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Significant product and customer synergies – with minimal overlap.

Complementary

Products

Complementary

Customers

Complexity and Price

Industry Volume

Higher

Higher

Lower

Lower

Composi-Lok

Rotary Blind Bolts

OSI Bolts

Blind Bolts

Blind Rivets

Solid Rivets

Temporary Fasteners

12-Point Fasteners

PMA Fasteners

Increases penetration

into key customers;

Long-term customer

agreements in place

Highly complementary

to TriMas’ existing

aerospace fastener

business

Monogram > Allfast

Allfast > Monogram

Allfast > MonogramAllfast > Monogram

Monogram > AllfastAllfast > Monogram

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• Combine commercial initiatives to better leverage broad product portfolio

• Leverage new product development and application engineering capabilities

to provide better customer solutions

• Consolidate supply chain and procurement activities

• Utilize manufacturing footprints to provide flexibility and capacity for growth

• Cross-source and in-source certain processing activities

• Share better practices

• Talented, experienced management teams

• Quality programs and systems

• Min / Max inventory management experience

• Structure organization to facilitate growth in Europe and improve tax

efficiency

Estimated cost and commercial synergies of up to 10%

of acquired revenue within five years.

Opportunities and Synergies

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Financially Compelling Transaction

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The combination of TriMas and Allfast enhances shareholder value.

Complementary

Products

Transaction

• Approximately $360M purchase price

• Structured in tax efficient manner to maximize future tax deductions

• Target close by end of October 2014; subject to customary regulatory approvals

Financing

• Financing through use of revolving capacity and incremental TLA of $250 million

• Financing 100% committed at signing

• Company committed to managing leverage ratio under 2x over time

Value Creation

• Projected double-digit top-line growth with installed capacity to achieve

• Historical margins 25% higher than TriMas aerospace

• EPS accretive in 2015 more than covering incremental interest and purchase accounting costs

• FCF accretive in 2015 by 30%+ to total TriMas

• IRR of approximately 12% to 13%

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TriMas’ Aerospace Segment

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• Promoted Tom Aepelbacher as president TriMas aerospace

• Jim Randall of Allfast to stay on in an advisory capacity

• Sold NI Industries assets

• Cartridge case manufacturing business

• Received approximately $6.7 million for intellectual property and

related inventory and tooling

• Will consist of four aerospace businesses, serving a variety of

customers – opportunities to combine and integrate

• Renamed Aerospace & Defense segment to Aerospace

Increased emphasis on this growing, high margin platform.

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Closing Remarks

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TriMas’ New Aerospace Segment

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• Inclusion of Allfast will accelerate TriMas’ progress on Strategic Aspirations

• Strategic focus on faster growing, higher margin businesses

• Growth expected on new airframes for many years

• Complementary products and customers will accelerate growth

• Combination of management teams expected to drive best practices and

superior results across all aerospace businesses

The acquisition of Allfast aligns well with TriMas’ Strategic Aspirations.

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Preliminary Thoughts on 2015

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Additional progress toward Strategic Aspirations.

Segment 2015 Expectations

Packaging Approximately 8-10% revenue growth; strength in Asian market;

pursuit of product-related acquisition; maintain current operating

margin performance

Aerospace Continued approximate 6%+ OE build rates; TriMas content adds more

growth; Allfast acquisition mixes margins up; Monogram and Martinic

Engineering realize improved margins

Energy Few percent market growth; cost-out programs begin favorably

impacting results and ramping throughout 2015 (not completed until

2016); Brazil right-sized for market

Engineered Components GDP growth; Norris and Arrow continue performing at current

operating profit margin level; potential upsides at Arrow in Mexico

market and related to Year 2 of cylinder acquisition

Cequent U.S. business supply chain to “normal” and Mexico transition Year 2

progress; Brazil and South Africa improvements; APEA integration

progress

Corporate Office Interest expense increases with more debt; flat share count; lower tax

rate

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Strategic Aspirations

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TriMas’ Strategic Aspirations remain consistent.

G E N E R A T E high single-digit top-line growth

I N V E S Tin growing end markets through new products, global expansion and acquisitions

E N H A N C Emargins through productivity initiatives, leveraging costs and business mix

G R O W earnings faster than revenue growth

O P T I M I Z E capital structure

S T R I V E to be a great place to work

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Questions and Answers