<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended July 2, 1999.
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
------------------ -----------------
Commission File Number 333-71397
---------
TransDigm Inc. and TransDigm Holding Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3733378
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(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26380 Curtiss Wright Parkway, Richmond Heights, Ohio 44143
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(Address of principal executive offices) (Zip Code)
(216) 289-4939
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(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock of TransDigm Holding Company,
$0.01 Par Value 119,925
- -------------------------------------------- ------------------------------
(Class) (Outstanding at July 30,1999)
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Part I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets - July 2, 1999 and
September 30, 1998 1
Consolidated Statements of Operations - Thirteen and
Thirty-Nine Weeks Ended July 2, 1999 and July 3, 1998 2
Consolidated Statement of Changes in Stockholders' Equity -
Thirty-Nine Weeks Ended July 2, 1999 3
Consolidated Statements of Cash Flows - Thirty-Nine Weeks
Ended July 2, 1999 and July 3, 1998 4
Notes to Consolidated Financial Statements 5
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Part II: OTHER INFORMATION
Item 5 Other Information 16
Item 6 Exhibits and Reports on Form 8-K 16
Signatures 17
Exhibit Index 18
</TABLE>
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1
TRANSDIGM HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
JULY 2, SEPTEMBER 30,
ASSETS 1999 1998
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 726 $ 19,486
Accounts receivable, net 24,706 12,530
Inventories 28,160 18,280
Refundable income taxes 4,763 --
Deferred income taxes and other 7,491 3,964
--------- ---------
Total current assets 65,846 54,260
PROPERTY, PLANT AND EQUIPMENT - Net 26,273 21,951
INTANGIBLE ASSETS - Net 59,670 35,294
DEBT ISSUE COSTS - Net 11,568 606
DEFERRED INCOME TAXES AND OTHER 4,299 3,674
--------- ---------
TOTAL $ 167,656 $ 115,785
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 12,479 $ 5,000
Accounts payable 6,099 5,667
Accrued liabilities 15,984 10,239
Put warrants -- 16,700
--------- ---------
Total current liabilities 34,562 37,606
LONG-TERM DEBT - Less current portion 260,170 40,000
OTHER LIABILITIES 2,446 1,752
--------- ---------
Total liabilities 297,178 79,358
--------- ---------
COMMITMENTS AND CONTINGENCIES --
--------- ---------
REDEEMABLE COMMON STOCK 800 --
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIT):
Capital stock 101,073 24,281
Retained earnings (deficit) (230,641) 12,900
Accumulated other comprehensive income (754) (754)
--------- ---------
Total stockholders' equity (deficit) (130,322) 36,427
--------- ---------
TOTAL $ 167,656 $ 115,785
========= =========
</TABLE>
See notes to consolidated financial statements.
-1-
<PAGE> 4
TRANSDIGM HOLDING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THIRTEEN WEEKS THIRTY-NINE WEEKS
-------------------- --------------------
JULY 2, JULY 3, JULY 2, JULY 3,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
NET SALES $ 36,438 $ 29,658 $ 95,761 $ 83,015
COST OF SALES 19,750 15,961 50,680 44,690
-------- -------- -------- --------
GROSS PROFIT 16,688 13,697 45,081 38,325
-------- -------- -------- --------
OPERATING EXPENSES:
Selling and administrative 3,993 3,011 9,405 7,940
Amortization of intangibles 563 467 1,462 1,828
Research and development 631 408 1,645 1,241
Merger expenses 352 -- 40,063
-------- -------- -------- --------
Total operating expenses 5,539 3,886 52,575 11,009
-------- -------- -------- --------
INCOME (LOSS) FROM OPERATIONS 11,149 9,811 (7,494) 27,316
INTEREST EXPENSE - Net 7,128 639 15,951 2,381
-------- -------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES 4,021 9,172 (23,445) 24,935
INCOME TAX PROVISON (BENEFIT) 1,585 3,577 (4,015) 9,662
-------- -------- -------- --------
NET INCOME (LOSS) $ 2,436 $ 5,595 $(19,430) $ 15,273
======== ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
-2-
<PAGE> 5
TRANSDIGM HOLDING COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THIRTY-NINE WEEKS ENDED JULY 2, 1999
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ACCUMULATED
RETAINED OTHER
CAPITAL EARNINGS COMPREHENSIVE
STOCK (DEFICIT) INCOME TOTAL
<S> <C> <C> <C> <C>
BALANCE, OCTOBER 1, 1998 $ 24,281 $ 12,900 $ (754) $ 36,427
ISSUANCE OF CAPITAL STOCK 100,677 100,677
PURCHASE OF CAPITAL STOCK (28) (28)
PAYMENT OF CONSIDERATION
IN RECAPITALIZATION (23,857) (224,111) (247,968)
NET LOSS (19,430) (19,430)
---------- ------------ -------- -----------
BALANCE, JULY 2, 1999 $ 101,073 $ (230,641) $ (754) $ (130,322)
========== ============ ======== ===========
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE> 6
TRANSDIGM HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS
-------------------------
JULY 2, JULY 3,
1999 1998
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (19,430) $ 15,273
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation 3,002 3,118
Amortization of intangibles 1,462 1,828
Amortization of debt issue costs 1,547 799
Interest deferral on Holdings PIK Notes 1,400 --
Changes in assets and liabilities (excluding effect of acquisition of ZMP,
Inc.):
Accounts receivable (7,468) (3,829)
Inventories 215 30
Refundable income taxes (4,763) (3,020)
Prepaid expenses and other assets (178) (24)
Accounts payable 33 642
Accrued liabilities (934) (1,551)
--------- ---------
Net cash provided by (used in) operating activities (25,114) 13,266
--------- ---------
INVESTING ACTIVITIES:
Capital expenditures (2,604) (2,253)
Marathon acquisition, post-closing purchase price adjustment -- 766
Acquisition of ZMP, Inc. (41,556) --
--------- ---------
Net cash used in investing activities (44,160) (1,487)
--------- ---------
FINANCING ACTIVITIES:
Proceeds from subordinated notes, net of fees of $6,808 118,192 --
Proceeds from new credit facility, net of fees of $5,361 118,639 --
Proceeds from Holdings PIK Notes and common stock, net of fees of $341 19,659 --
Payment of consideration in recapitalization - common stock and warrants (263,875) --
Net borrowings under revolving credit loans 2,250 --
Repayment of term notes (45,000) (5,000)
Proceeds from issuance of capital stock 100,677 --
Purchase of capital stock (28) (69)
--------- ---------
Net cash provided by (used in) financing activities 50,514 (5,069)
--------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (18,760) 6,710
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 19,486 5,485
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 726 $ 12,195
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 13,152 $ 2,866
========= =========
Cash paid during the period for income taxes $ 1,172 $ 11,481
========= =========
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE> 7
TRANSDIGM HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THIRTY-NINE WEEKS ENDED JULY 2, 1999 AND JULY 3, 1998
(UNAUDITED)
1. DESCRIPTION OF THE BUSINESS AND MERGER
TransDigm Holding Company ("Holdings"), through its wholly-owned operating
subsidiary, TransDigm Inc. ("TransDigm"), is a premier supplier of
proprietary mechanical components servicing the aircraft, mining, marine
and other manufacturing industries. TransDigm, along with its wholly-owned
subsidiary, Marathon Power Technologies Company ("Marathon"), offers a
broad line of component products including tube connectors, valves,
batteries, static inverters, pumps, quick disconnects, clamps and ball
bearings and sliding controls.
On December 3, 1998, Phase II Acquisition Corp. ("Acquiror"), an entity
formed by affiliates of Odyssey Investment Partners, LP ("Odyssey"), and
Holdings consummated a definitive agreement and plan of merger (the
"Merger Agreement" or the "Merger"). Pursuant to the terms of the Merger,
Acquiror was merged with and into Holdings, with Holdings being the
surviving corporation in the Merger (the "Surviving Corporation"). In the
Merger, owners of Holdings' outstanding common stock received, in exchange
for each outstanding share of common stock (except for shares held
directly or indirectly by Holdings or the Rolled Shares, as defined
below), the "Per Share Merger Consideration," as defined in the Merger
Agreement. The aggregate consideration payable pursuant to the Merger,
including amounts payable to holders of options and warrants, was
approximately $299.7 million.
In connection with the Merger, Kelso Investment Associates IV, LP and
Kelso Equity Partners II, LP (collectively, "Kelso") retained
approximately 15.4% of the Surviving Corporation's outstanding common
stock (the "Rolled Shares"). In addition, certain members of management of
Holdings agreed, in connection with and as a condition to entering into
the Merger Agreement, to rollover stock options with an estimated gross
and net value of approximately $17.2 million and $13.7 million,
respectively. The Merger was treated as a recapitalization (the
"Recapitalization") for financial reporting purposes, which had no impact
on the historical basis of Holdings' consolidated assets and liabilities.
Simultaneously with the Merger, Holdings and TransDigm (collectively with
Marathon, the "Company") refinanced all of their existing debt. The
Merger, the refinancing, and payment of fees and expenses were funded by
(i) existing cash balances, (ii) investments by Odyssey of $100.2 million,
(iii) funds from a new $120 million Senior Credit Facility, (iv) funds
from $125 million Senior Subordinated Notes and (v) Holdings PIK Notes of
$20 million issued to certain stockholders. At July 2, 1999, Holdings had
$27.8 million available for working capital, certain permitted
acquisitions and general corporate purposes under the new Senior Credit
Facility.
In connection with the Merger, the Company incurred a one-time charge of
approximately $40 million during the thirty-nine weeks ended July 2, 1999,
consisting primarily of compensation costs recognized as a result of the
cancellation of certain stock options, the costs of terminating a
financial advisory services agreement, the write-off of deferred financing
costs and professional advisory fees.
Separate financial statements of TransDigm are not presented since the
Senior Subordinated Notes are guaranteed by Holdings and all direct and
indirect subsidiaries of TransDigm and since Holdings has no operations or
assets separate from its investment in TransDigm.
-5-
<PAGE> 8
2. UNAUDITED FINANCIAL INFORMATION
Except for the September 30, 1998 consolidated balance sheet, which was
derived from the Company's audited financial statements, the financial
information included herein is unaudited; however, the information
reflects all adjustments (consisting solely of normal recurring
adjustments) that are, in the opinion of management, necessary for a fair
presentation of the Company's financial position and results of operations
and cash flows for the interim periods presented. The results of
operations for the thirteen and thirty-nine weeks ended July 2, 1999 are
not necessarily indicative of the results to be expected for the full
year.
3. ACQUISITION
On April 23, 1999, TransDigm acquired all of the outstanding common stock
of ZMP, Inc. ("ZMP"), the corporate parent of Adams Rite Aerospace, Inc.
("Adams Rite Aerospace"), through a merger. Adams Rite Aerospace
manufactures mechanical hardware, fluid controls, lavatory hardware,
electromechanical controls and oxygen systems related products. The
purchase price for the acquisition was $41 million, subject to adjustment
for changes in working capital and other matters as defined in the merger
agreement. The acquisition was funded through $36 million of additional
borrowings under the Company's credit facility and the use of
approximately $5 million of the Company's cash balances. As a result of
the acquisition, ZMP and Adams Rite Aerospace became wholly-owned
subsidiaries of TransDigm.
The Company accounted for the acquisition as a purchase and included the
results of operations of the acquired companies in the accompanying fiscal
1999 consolidated financial statements from the effective date of the
acquisition. The purchase price was allocated based on a preliminary
determination of estimated fair values at the date of the acquisition.
Goodwill representing the excess of the purchase price over assets
acquired of $25.8 million is being amortized on a straight-line basis over
forty years.
The following table summarizes the unaudited, consolidated pro-forma
results of operations, as if the acquisition had occurred at the beginning
of the following periods:
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
---------------------------
JULY 2, JULY 3,
1999 1998
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Net sales $ 116,567 $ 108,667
Operating income (loss) (9,560) 28,862
Net income (loss) (22,070) 14,791
</TABLE>
The consolidated pro-forma operating loss for the thirty-nine week period
ended July 2, 1999 includes the following charges recognized by Adams Rite
Aerospace prior to the acquisition: (1) $1.4 million ($.84 million after
tax) for compensation expense recognized in connection with a common stock
warrant granted to its former chief executive officer and (2) $.8 million
($.8 million after tax) for costs directly related to the acquisition.
This pro-forma information is not necessarily indicative of the results
that actually would have been obtained if the operations had been combined
as of the beginning of the periods presented and is not intended to be a
projection of future results.
-6-
<PAGE> 9
4. INVENTORIES
Inventories are stated at the lower of cost or market. Cost of inventories
is determined by the average cost and the first-in, first-out (FIFO)
methods. Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
JULY 2, SEPTEMBER 30,
1999 1998
<S> <C> <C>
Work-in-progress and finished goods $ 23,161 $ 10,577
Raw materials and purchased component parts 11,619 12,038
-------- --------
Total 34,780 22,615
Reserve for excess and obsolete inventory (6,620) (4,335)
-------- --------
Inventories - net $ 28,160 $ 18,280
======== ========
</TABLE>
5. INCOME TAXES
Income tax expense (benefit) as a percentage of income (loss) before
income taxes was (17.1)% for the thirty-nine weeks ended July 2, 1999
compared to 45.0% for the thirty-nine weeks ended July 3, 1998. The tax
benefit recorded for the thirty-nine weeks ended July 2, 1999 was
significantly impacted by the non-deductible expenses incurred in
connection with the Recapitalization.
6. REDEEMABLE COMMON STOCK
The redeemable common stock represents the estimated value of common stock
held by management shareholders that have certain put rights.
7. ENVIRONMENTAL CONTINGENCY
The soil and groundwater beneath the Company's facility in Waco, Texas
have been impacted by releases of hazardous materials. The resulting
contaminants of concern have been delineated and characterized. Because
the majority of these contaminants are presently below action levels
prescribed by the Texas Natural Resources Conservation Commission
("TNRCC"), and because an escrow was previously funded to cover the cost
of remediation that TNRCC might require for those contaminants currently
in excess of action limits, management does not believe the condition of
the soil and groundwater at the Waco facility will require incurrence of
material expenditures.
8. NEW ACCOUNTING STANDARD
The Company adopted the provisions of Statement No. 130 of the Financial
Accounting Standards Board, "Reporting Comprehensive Income," during the
first quarter of fiscal 1999. Accordingly, the Company's accumulated other
comprehensive income, consisting solely of its minimum pension liability
adjustment, is reported separately in the accompanying consolidated
balance sheets and statement of changes in stockholders' equity. There
were no changes in accumulated other comprehensive income during the
thirty-nine weeks ended July 2, 1999 and July 3, 1998.
-7-
<PAGE> 10
PART I: FINANCIAL INFORMATION
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This Quarterly Statement includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended, including, in particular, the statements about
our plans, strategies and prospects under this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section. Although the
Company believes that its plans, intentions and expectations reflected in or
suggested by such forward-looking statements are reasonable, the Company can
give no assurance that such plans, intentions or expectations will be achieved.
Important factors that could cause actual results to differ materially from the
forward-looking statements made in this Quarterly Statement are set forth herein
as well as under the caption "Risk Factors" in the Registration Statement filed
by the Company on Form S-4 on January 29, 1999, as amended through April 23,
1999. All forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by those
cautionary statements.
OVERVIEW
The Company is a leading supplier of highly engineered aircraft components for
use on nearly all commercial and military aircraft. The Company sells its
products to commercial airlines and aircraft maintenance facilities in the
aftermarket, to most original equipment manufacturers ("OEMs") of aircraft and
to various agencies of the United States government. Sales of the Company's
products are made directly to these organizations as well as through U.S. and
international distributors who maintain inventories throughout the world of
products purchased from the Company and others.
In connection with the Recapitalization discussed in Note 1 to the consolidated
financial statements, including the financing and the application of the
proceeds thereof, the Company incurred certain nonrecurring costs and charges,
consisting primarily of compensation costs for management bonuses and stock
options that were canceled in conjunction with the Recapitalization, the cost of
terminating a financial advisory services agreement with an affiliate of one of
the Company's stockholders, the write-off of deferred financing costs, and
professional, advisory and financing fees. A one-time charge of approximately
$40 million ($29 million after tax) was recorded during the thirty-nine weeks
ended July 2, 1999. Because the cash costs included in this charge were funded
principally through the proceeds of the subordinated notes and borrowings under
the new Senior Credit Facility, this cost did not materially impact the
Company's liquidity, ongoing operations or market position. For a discussion of
the consequences of the incurrence of indebtedness in connection with the
Recapitalization, see the heading "Liquidity and Capital Resources" in this
section.
On April 23, 1999, the Company acquired ZMP, Inc. ("ZMP"), the corporate parent
of Adams Rite Aerospace, Inc. ("Adams Rite Aerospace" or "Adams Rite"), under
the terms of an agreement and plan of reorganization, dated March 31, 1999. The
purchase price for the acquisition of ZMP was $41 million, subject to
post-closing purchase price adjustments. The acquisition of ZMP and the related
expenses were funded through $36 million of additional borrowings under the
Company's Senior Credit Facility and the use of $5 million of the Company's cash
balances. Adams Rite Aerospace is a well established supplier of highly
engineered aircraft components that will complement the businesses of
AdelWiggins, AeroControlex and Marathon. Through the acquisition of ZMP, the
Company acquired four additional major product lines of Adams Rite Aerospace
consisting of mechanical hardware, fluid control products, electromechanical
control products and oxygen system related products. On an historical basis,
Adams Rite Aerospace has realized a lower gross profit as a percentage of net
sales than that achieved by the Company. Although management has taken steps to
increase the profitability of Adams Rite Aerospace's business over the longer
term, consolidation of the financial results of Adams Rite Aerospace with those
of the Company has resulted in a lower profit margin for the Company as a whole,
at least in the near term. For its fiscal year ended June 26, 1998, Adams Rite
Aerospace generated net sales, operating income and net income of $34.2 million,
$3.6 million and $1.0 million, respectively.
-8-
<PAGE> 11
The following is management's discussion and analysis of certain significant
factors that have affected the Company's financial position and operating
results during the periods included in the accompanying consolidated financial
statements. The Company's fiscal year ends on September 30.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain operating
data of the Company as a percentage of net sales.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
------------------------ -----------------------
JULY 2, JULY 3, JULY 2, JULY 3,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net sales 100 % 100 % 100 % 100 %
--- --- --- ---
Gross profit 46 46 47 46
Selling and administrative 11 10 10 10
Amortization of intangibles 2 2 2 2
Research and development 2 1 2 1
Merger expenses 1 -- 41 --
--- --- --- ---
Operating income (loss) 30 33 (8) 33
Interest expense- net 20 2 16 3
Provision (benefit) for income taxes 4 12 (4) 12
--- --- --- ---
Net income (loss) 6 % 19 % (20)% 18 %
=== === === ===
</TABLE>
CHANGES IN RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED JULY 2, 1999 COMPARED WITH THIRTEEN WEEKS ENDED
JULY 3, 1998.
- - NET SALES. Net sales increased by $6.7 million, or 22.6%, to $36.4 million
for the quarter ended July 2, 1999 from $29.7 million for the comparable
quarter last year, principally due to the acquisition of ZMP and growth in
new business programs.
- - GROSS PROFIT. Gross profit (net sales less cost of sales) increased by
$3.0 million, or 21.9%, to $16.7 million for the quarter ended July 2,
1999 from $13.7 million from the comparable quarter last year.
Approximately $1.9 million of this increase is attributable to the
acquisition of ZMP and the remaining $1.1 million resulted from improved
profitability in the core businesses derived from new business and
productivity efforts. The $1.9 million of ZMP gross profits recorded
during the quarter ended July 2, 1999 are net of a $.5 million charge
relating to the write-up of Adams Rite's inventory in place at the time of
the acquisition. Gross profit as a percentage of net sales was 46% during
the third quarter of fiscal 1998 and the third quarter of fiscal 1999.
- - SELLING AND ADMINISTRATIVE. Selling and administrative expenses increased
by $1.0 million, or 33.3%, to $4.0 million for the quarter ended July 2,
1999 from $3.0 million for the quarter ended July 3, 1998. This increase
principally resulted from the acquisition of ZMP discussed previously.
Selling and administrative expenses as a percentage of net sales increased
slightly from 10% for the quarter ended July 3, 1998 to 11% for the
quarter ended July 2, 1999.
- - AMORTIZATION OF INTANGIBLES. Amortization of intangibles increased by $.1
million, or 20%, to $.6 million for the quarter ended July 2, 1999 from
$.5 million for the quarter ended July 3, 1998 due to the amortization of
intangible assets recognized in connection with the acquisition of ZMP.
-9-
<PAGE> 12
- - RESEARCH AND DEVELOPMENT. Research and development expense increased $.2
million, or 50%, to $.6 million for the quarter ended July 2, 1999 from
$.4 million for the comparable quarter last year. This increase was
primarily attributable to continued new product development. Research and
development expense, as a percentage of net sales, increased slightly from
1% for the quarter ended July 3, 1998 to 2% for the quarter ended July 2,
1999.
- - MERGER EXPENSES. Additional merger costs totaling $.4 million were
incurred during the third quarter of fiscal 1999 in connection with the
Merger and Recapitalization.
- - OPERATING INCOME. Operating income increased from $9.8 million in the
third quarter of fiscal 1998 to $11.1 million in the third quarter of
fiscal 1999. Operating income increased by $1.3 million, or 13.3%. This
increase was primarily attributable to an increase in gross profits offset
by increases in selling and administrative and other operating expenses as
described above. As a percentage of net sales, operating income declined
slightly from 33% for the quarter ended July 3, 1998 to 30% for the
quarter ended July 2, 1999.
- - INTEREST EXPENSE. Interest expense increased by $6.5 million to $7.1
million for the third quarter of fiscal 1999 from $.6 million for the
third quarter of fiscal 1998 as a result of the increase in the average
level of outstanding borrowings in connection with the Recapitalization
and acquisition of ZMP.
- - INCOME TAXES. Income tax expense as a percentage of income before income
taxes was consistent at 39% for the third quarters of fiscal 1999 and
1998.
- - NET INCOME. The Company earned $2.4 million for the third quarter of
fiscal 1999 compared to net income of $5.6 million for the third quarter
of fiscal 1998 primarily as a result of the factors referred to above.
THIRTY-NINE WEEKS ENDED JULY 2, 1999 COMPARED WITH THIRTY-NINE WEEKS ENDED JULY
3, 1998.
- - NET SALES. Net sales increased by $12.8 million, or 15.4%, to $95.8
million for the thirty-nine weeks ended July 2, 1999 from $83.0 million
for the thirty-nine weeks ended July 3, 1998. New business initiatives
along with an increase in demand in certain segments of the industry
resulted in a $4.0 million increase in aftermarket sales, principally for
large commercial transport aircraft, and a $2.0 million increase in sales
to OEMs. In addition, the increased sales resulting from the ZMP
acquisition approximated $6.8 million.
- - GROSS PROFIT. Gross profit (net sales less cost of sales) increased by
$6.8 million, or 17.7%, to $45.1 million for the thirty-nine weeks ended
July 2, 1999 from $38.3 million for the thirty-nine weeks ended July 3,
1998. This increase was attributable to the higher sales, especially
aftermarket sales, discussed above and the larger gross margins that are
associated with such sales. In addition, approximately $1.9 million of the
increase in gross profits is attributable to the acquisition of ZMP. The
gross profits recorded by ZMP during the quarter ended July 2, 1999 are
net of a $.5 million charge relating to the write-up of Adams Rite's
inventory in place at the time of the acquisition. Gross profit for the
thirty-nine weeks ended July 3, 1998 includes the effect of a non-cash
charge of $.3 million due to a purchase accounting adjustment to inventory
associated with the acquisition of Marathon.
- - SELLING AND ADMINISTRATIVE. Selling and administrative expenses increased
by $1.5 million, or 19%, to $9.4 million for the thirty-nine weeks ended
July 2, 1999 from $7.9 million for the thirty-nine weeks ended July 3,
1998. This increase principally resulted from the acquisition of ZMP.
- - AMORTIZATION OF INTANGIBLES. Amortization of intangibles decreased by $.3
million, or 40.4%, to $1.5 million for the thirty-nine weeks ended July 2,
1999 from $1.8 million for the thirty-nine weeks ended July 3, 1998 due to
certain intangible assets becoming fully amortized partially offset by $.1
million of additional amortization recorded in connection with the ZMP
acquisition.
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<PAGE> 13
- - RESEARCH AND DEVELOPMENT. Research and development expense increased $.4
million, or 33.3% to $1.6 million for the thirty-nine weeks ended July 2,
1999 from $1.2 million for the comparable period last year. This increase
was primarily attributable to continued new product development. Research
and development expense, as a percentage of net sales, increased slightly
from 1% for the thirty-nine weeks ended July 3, 1998 to 2% for the
thirty-nine weeks ended July 2, 1999.
- - MERGER EXPENSE. Merger costs totaling $40.1 million were incurred during
the thirty-nine weeks ended July 2, 1999 in connection with the Merger and
Recapitalization. The nature of the merger-related charges is detailed
below:
<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Compensation expense on stock options $ 19,437
Management bonuses 6,450
Termination of financial advisory services agreement 5,850
Professional fees and expenses 7,201
Write-off of deferred financing costs 552
Other 573
--------
$ 40,063
========
</TABLE>
- - OPERATING INCOME (LOSS). Operating income decreased from $27.3 million for
the thirty-nine weeks ended July 3, 1998 to a loss of $7.5 million for the
thirty-nine weeks ended July 2, 1999 due to the merger expenses discussed
above. Operating income, excluding merger-related expenses, increased by
$5.3 million, or 19.4%. As a percentage of net sales, operating income
before merger-related expenses increased to 34% for the thirty-nine weeks
ended July 2, 1999 from 33% for the thirty-nine weeks ended July 3, 1998.
This increase was primarily attributable to the increase in sales volume
and gross profit referred to above.
- - INTEREST EXPENSE. Interest expense increased by $13.6 million to $16.0
million for the thirty-nine weeks ended July 2, 1999 from $2.4 million for
the thirty-nine weeks ended July 3, 1998 as a result of the increase in
the average level of outstanding borrowings in connection with the
Recapitalization and the acquisition of ZMP.
- - INCOME TAXES. Income tax expense (benefit) as a percentage of income
(loss) before income taxes was (17)% for the thirty-nine weeks ended July
2, 1999 compared to 38.7% for the thirty-nine weeks ended July 3, 1998.
The tax benefit recorded for the thirty-nine weeks ended July 2, 1999 was
significantly impacted by the non-deductible expenses incurred in
connection with the Recapitalization.
- - NET INCOME (LOSS). The Company incurred a net loss of $19.4 million for
the thirty-nine weeks ended July 2, 1999 compared to net income of $15.3
million for the thirty-nine weeks ended July 3, 1998 primarily as a result
of the factors referred to above.
BACKLOG
Management believes that sales order backlog (i.e. orders for products that have
not yet been shipped) is a useful indicator of sales to OEMs. As of July 2,
1999, the Company estimated its sales order backlog at $61.6 million compared to
an estimated $62.7 million as of July 3, 1998 (including $19.4 million relating
to Adams Rite Aerospace). The majority of the purchase orders outstanding as of
July 2, 1999 are scheduled for delivery within the next twelve months. Purchase
orders are generally subject to cancellation by the customer prior to shipment.
The level of unfilled purchase orders at any given date during the year will be
materially affected by the timing of the Company's receipt of purchase orders
and the speed with which those orders are filled. Accordingly, the Company's
backlog as of July 2, 1999 may not necessarily represent the actual amount of
shipments or sales for any future period.
-11-
<PAGE> 14
FOREIGN OPERATIONS
The Company manufactures virtually all of its products in the United States.
However, a portion of the Company's current sales is conducted abroad. These
sales are subject to numerous additional risks, including the impact of foreign
government regulations, currency fluctuations, political uncertainties and
differences in business practices. There can be no assurance that foreign
governments will not adopt regulations or take other action that would have a
direct or indirect adverse impact on the business or market opportunities of the
Company within such governments' countries. Furthermore, there can be no
assurance that the political, cultural and economic climate outside the United
States will be favorable to the Company's operations and growth strategy.
INFLATION
Many of the Company's raw materials and operating expenses are sensitive to the
effects of inflation, which could result in higher operating costs. The effects
of inflation on the Company's businesses during the thirty-nine week periods
ended July 2, 1999 and July 3, 1998 were not significant.
LIQUIDITY AND CAPITAL RESOURCES
The Company used approximately $25.8 million of cash in operating activities
during the thirty-nine weeks ended July 2, 1999 compared to approximately $13.3
million generated during the thirty-nine weeks ended July 3, 1998. Such decrease
in operating cash flows is due to the one-time merger expenses of $40.1 million
partially offset by improved operating results.
Cash used in investing activities was approximately $44.2 million during the
thirty-nine weeks ended July 2, 1999 compared to approximately $1.5 million used
during the thirty-nine weeks ended July 3, 1998. The change in investing cash
flows is primarily due to the use of $41.6 million of cash for the acquisition
of Adams Rite, a $.4 million increase in capital expenditures during fiscal 1999
and a post-closing purchase price adjustment of approximately $.8 million
received during the first quarter of fiscal 1998 as a result of the acquisition
of Marathon.
Cash provided by financing activities during the thirty-nine weeks ended July 2,
1999 was approximately $50.5 million compared to approximately $5.1 million used
during the thirty-nine weeks ended July 3, 1998. This change in financing cash
flows was due to incurrence and refinancing of substantial indebtedness as a
result of the Recapitalization and the acquisition of ZMP.
The interest rate for the credit facility is, at TransDigm's option, either (A)
a floating rate equal to the Base Rate plus the Applicable Margin, as defined in
the credit facility, or (B) the Eurodollar Rate for fixed periods of one, two,
three, or six months, plus the Applicable Margin. The "Applicable Margin" means
the percentage per year equal to (1) in the case of Tranche A Facility and
Revolving Credit Facility, (A) bearing an interest rate determined by the Base
Rate, plus 2.25%, 2.00%, 1.75% or 1.50% depending on Holdings' ability to
achieve the respective debt coverage ratio specified in the credit facility, as
amended; and (B) bearing an interest rate determined by the Eurodollar Rate,
plus 3.25%, 3.00%, 2.75% or 2.50% depending on Holdings' ability to achieve the
respective debt coverage ratio specified in the credit facility, as amended; and
(2) in the case of Tranche B Facility, (A) bearing an interest rate determined
by the Base Rate, 2.50%; and (B) bearing an interest rate determined by the
Eurodollar Rate, 3.50%. The credit facility is subject to mandatory prepayment
with a defined percentage of net proceeds from certain asset sales, insurance
proceeds or other awards that are payable in connection with the loss,
destruction or condemnation of any assets, certain new debt and equity offerings
and 50% of excess cash flow (as defined in the credit facility) in excess of a
predetermined amount under the credit facility.
-12-
<PAGE> 15
The subordinated notes bear interest at 10 3/8% and do not require principal
payments prior to maturity. The Revolving Credit Facility and the Tranche A
Facility will each mature on the six year anniversary of the initial borrowing
date and the Tranche B Facility will mature on the seven and a half year
anniversary of the initial borrowing date. The credit facility requires
TransDigm to amortize the outstanding indebtedness under each of the Tranche A
and the Tranche B Facilities, commencing in 1999, and contains restrictive
covenants that will, among other things, limit the incurrence of additional
indebtedness, the payment of dividends, transactions with affiliates, asset
sales, acquisitions, mergers and consolidations, liens and encumbrances, and
prepayments of other indebtedness.
The Company's primary cash needs will consist of capital expenditures and debt
service. The Company incurs capital expenditures for the purpose of maintaining
and replacing existing equipment and facilities and, from time to time, for
facility expansion. Capital expenditures totaled approximately $2.6 million and
$2.3 million during the thirty-nine weeks ended July 2, 1999 and July 3, 1998,
respectively. The Company estimates that capital expenditures, excluding those
of Adams Rite Aerospace, will total approximately $5.6 million in fiscal 1999.
The Company intends to pursue additional acquisitions that present opportunities
to realize significant synergies, operating expense economies or overhead cost
savings or to increase the Company's market position. The Company regularly
engages in discussions with respect to potential acquisitions and investments.
However, there are no binding agreements with respect to any material
acquisitions at this time, and there can be no assurance that we will be able to
reach an agreement with respect to any future acquisition. The Company's
acquisition strategy may require substantial capital, and no assurance can be
given that the Company will be able to raise any necessary funds on terms
acceptable to the Company or at all. If the Company incurs additional debt to
finance acquisitions, its total interest expense will increase.
The Company's ability to make scheduled payments of principal of, or to pay the
interest on, or to refinance, its indebtedness, including the subordinated
notes, or to fund planned capital expenditures and research and development,
will depend on its future performance, which, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory and other
factors that are beyond its control. Based upon the current level of operations
and anticipated cost savings and revenue growth, management believes that cash
flow from operations and available cash, together with available borrowings
under the credit facility, will be adequate to meet the Company's future
liquidity needs for at least the next few years. The Company may, however, need
to refinance all or a portion of the principal of the subordinated notes on or
prior to maturity. There can be no assurance that the Company's business will
generate sufficient cash flow from operations and that anticipated revenue
growth and operating improvements will be sufficient to enable the Company to
service its indebtedness, including the subordinated notes, or to fund its other
liquidity needs. In addition, there can be no assurance that the Company will be
able to effect any such refinancing on commercially reasonable terms or at all.
NEW ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income." The statement requires that an enterprise
classify items of other comprehensive income by their nature in a financial
statement and display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in capital in the equity
section of a statement of financial position. The Company adopted this standard
during the first quarter of fiscal 1999.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information." The
statement requires that a public business enterprise report financial and
descriptive information about its reportable operating segments such as a
measure of segment profit or loss, certain specific revenue and expense items,
and segment assets. The Company will adopt this standard for its fiscal 1999
year-end financial statements.
-13-
<PAGE> 16
In February 1998, the Financial Accounting Standards Board issued SFAS No. 132,
"Employers' Disclosures about Pensions and Other Postretirement Benefits." The
statement requires an enterprise to disclose certain information about its
pension and postretirement benefits, including a reconciliation of beginning and
ending balances of the benefit obligation, the funded status of the plans, and
the amount of net periodic benefit cost recognized. The Company will adopt this
standard for its fiscal 1999 year-end financial statements.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. If certain conditions are met, a derivative may
be specifically designated as (a) a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm commitment, (b)
a hedge of the exposure to variable cash flows of a forecasted transaction, or
(c) a hedge of the foreign currency exposure of a net investment in a foreign
operation, an unrecognized firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction. The Company will adopt this
standard during fiscal 2001.
While management has not completed its analysis of those new accounting
standards contained in SFAS No. 131, SFAS No. 132, and SFAS No. 133, the
adoption of these standards is not expected to have a material effect on the
Company's financial statements.
IMPACT OF YEAR 2000 ISSUE
The Company has completed a review of its information technology systems and a
review of its embedded systems at all operating locations other than Adams Rite
Aerospace in order to assess its exposure to year 2000 issues. These reviews,
including testing and verification, have been completed internally. Prior to the
acquisition of ZMP, ZMP represented to the Company that the review of Adams Rite
Aerospace's information technology systems and embedded systems had been
completed and that it believed the plan to make those systems year 2000
compliant could be fully implemented by December 1999. However, the Company has
not completed its independent review of Adams Rite Aerospace's information
technology systems and embedded systems. Although management believes that any
repairs necessary to make its embedded systems year 2000 compliant can be
completed internally, until the Company has completed its review, testing and
verification of its embedded systems, the Company will not be in a position to
assess the extent of repairs that will be required or the parts that will need
to be replaced in order to make its embedded systems year 2000 compliant. The
Company purchased all of its computer software from third party vendors and is
relying on those vendors to make their software year 2000 compliant. Except for
the vendor of its e-mail system, those vendors have provided the Company with
third party certifications that their systems are year 2000 compliant.
The Company has distributed questionnaires to assess the year 2000 compliance of
its suppliers and customers, including various agencies of the United States
government. However, the Company has not currently gathered sufficient data to
determine to what extent those suppliers and customers are year 2000 compliant.
Prior to the acquisition of ZMP, ZMP represented to the Company that it had
received confirmation from the material suppliers and customers of Adams Rite
Aerospace of their respective year 2000 compliance.
-14-
<PAGE> 17
In the event that year 2000 problems arise within the Company or that its
suppliers or customers, including various agencies of the United States
government, do not successfully and timely achieve year 2000 compliance, the
result may be a delay in its receiving orders and collecting payments, leading
to a temporary loss of revenue. The Company has incurred approximately $330,000
in costs associated with year 2000 compliance and, excluding Adams Rite
Aerospace, anticipates incurring $70,000 of additional costs in the future.
Because the Company has not completed an independent review of the information
technology systems and the embedded systems of Adams Rite Aerospace, management
does not currently have adequate data to estimate the additional cost that may
have to be incurred by the Company in order to make Adams Rite Aerospace's
systems year 2000 compliant. Furthermore, because the anticipated additional
cost reflects the cost of the review, testing, verification and repair to be
completed internally, the Company has not allocated such cost between its
embedded systems and its information technology systems. The Company may,
however, have to bear further year 2000 costs and expenses, which could have a
material adverse effect on its business.
The Company has no formal contingency plan in the event year 2000 problems arise
with respect to its information technology systems; however, the Company's
accounting and business information systems are not complex, and manual
procedures could be performed for a period of time to provide the information
necessary to continue to operate the business. In the event that year 2000
problems arise within embedded systems, the Company intends to employ its
existing subcontractor machinists to manufacture the affected components.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
All of the Company's outstanding indebtedness at September 30, 1998 was repaid
in connection with the Merger and Recapitalization. At July 2, 1999, the Company
is subject to interest rate risk with respect to borrowings under its credit
facility as the interest rates on such borrowings vary with market conditions
and, thus, the amount of outstanding borrowings approximates the fair value of
the indebtedness. On a historical basis, the weighted average interest rate on
the $126 million of borrowings outstanding under the credit facility at July 2,
1999 was 9.1%. The effect of a hypothetical one percentage point decrease in
interest rates would increase the estimated fair value of the borrowings
outstanding under the credit facility on July 2, 1999 by approximately $6
million.
Also outstanding at July 2, 1999 was $125 million of Company indebtedness in the
form of subordinated notes and $21.4 million of Holdings PIK Notes. The interest
rates on both of these borrowings are fixed at 10 3/8% and 12% per year,
respectively. Although management believes that the fair value of these debt
obligations approximates their outstanding balance at July 2, 1999, the effect
of a hypothetical one percentage point decrease in interest rates would increase
the estimated fair value of the borrowings by $13.2 million and $2.4 million,
respectively.
ADDITIONAL DISCLOSURE REQUIRED BY INDENTURE
Separate financial information of TransDigm is not presented since the Senior
Subordinated Notes are guaranteed by Holdings and all direct and indirect
subsidiaries of TransDigm and since Holdings has no operations or assets
separate from its investment in TransDigm. In addition, Holdings' only liability
consists of Holdings PIK Notes of $20 million that bear interest at 12%
annually. Interest expense recognized on the Holdings PIK Notes during the
thirteen and thirty-nine week periods ended July 2, 1999 was $.6 million and
$1.4 million, respectively.
-15-
<PAGE> 18
PART II: OTHER INFORMATION
ITEM 5 Other information
(a) Acquisition of ZMP, Inc.
On April 23, 1999, TransDigm acquired all of the outstanding common
stock of ZMP, Inc. ("ZMP"), the corporate parent of Adams Rite
Aerospace, through a merger. Adams Rite Aerospace manufactures
mechanical hardware, fluid controls, lavatory hardware,
electromechanical controls and oxygen systems related products. The
purchase price for the acquisition was $41 million, subject to
adjustment for changes in working capital and other matters as
defined in the merger agreement. The acquisition was funded entirely
through additional borrowings under the Company's credit facility.
As a result of the acquisition, ZMP and Adams Rite Aerospace became
wholly-owned subsidiaries of TransDigm.
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) The Company did not file any reports on Form 8-K during the quarter
ended July 2, 1999.
-16-
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
TransDigm Inc. and TransDigm Holding Company
--------------------------------------------
(Registrant)
Date: 08/13/1999 Douglas W. Peacock
------------------------- --------------------------------------------
Douglas W. Peacock, Chairman and
Chief Executive Officer
Date: 08/13/1999 Peter B. Radekevich
------------------------- --------------------------------------------
Peter B. Radekevich, Chief Financial Officer
-17-
<PAGE> 20
EXHIBIT INDEX
TO FORM 10-Q FOR THE QUARTER ENDED JULY 2, 1999
EXHIBIT NO. DESCRIPTION PAGE
27 Financial Data Schedule 19
-18-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001077670
<NAME> TRANSDIGM INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> JUL-02-1999
<CASH> 726
<SECURITIES> 0
<RECEIVABLES> 25,268
<ALLOWANCES> 562
<INVENTORY> 28,160
<CURRENT-ASSETS> 65,846
<PP&E> 51,394
<DEPRECIATION> 25,121
<TOTAL-ASSETS> 167,656
<CURRENT-LIABILITIES> 34,562
<BONDS> 260,170
800
0
<COMMON> 101,073
<OTHER-SE> (231,385)
<TOTAL-LIABILITY-AND-EQUITY> 167,656
<SALES> 95,761
<TOTAL-REVENUES> 95,761
<CGS> 50,680
<TOTAL-COSTS> 50,680
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,951
<INCOME-PRETAX> (23,445)
<INCOME-TAX> (4,015)
<INCOME-CONTINUING> (19,430)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (19,430)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
