<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 March 31, 2000.
[ ] 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
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TransDigm Inc., TransDigm Holding Company, Marathon Power Technologies Company,
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ZMP, Inc. and Adams Rite Aerospace, Inc.
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(Exact name of co-registrants as specified in their respective charters)
Delaware 13-3733378
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(State or other Jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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 (Voting) of TransDigm Holding
Company, $0.01 Par Value 121,763
- ------------------------------------------ -------------------------------
(Class) (Outstanding at March 31, 2000)
Class A Common Stock (Non-Voting) of
TransDigm Holding Company, $0.01 Par Value -0-
- ------------------------------------------ -------------------------------
(Class) (Outstanding at March 31, 2000)
All of the outstanding capital stock of TransDigm Inc. is held by TransDigm
Holding Company.
<PAGE> 2
INDEX
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Page
<S> <C> <C>
Part I Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets - March 31, 2000 and
September 30, 1999 1
Consolidated Statements of Operations - Thirteen and Twenty-Six Weeks
Ended March 31, 2000 and April 2, 1999 2
Consolidated Statement of Changes in Stockholders' Equity (Deficiency) -
Twenty-Six Weeks Ended March 31, 2000 3
Consolidated Statements of Cash Flows - Twenty-Six Weeks
Ended March 31, 2000 and April 2, 1999 4
Notes to Consolidated Financial Statements 5
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3 Quantitative and Qualitative Disclosure About Market Risk 17
Part II: Other Information
Item 6 Exhibits and Reports on Form 8-K 18
Signatures 19
Exhibit Index 26
</TABLE>
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1
TRANSDIGM HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
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<TABLE>
<CAPTION>
MARCH 31,
2000 SEPTEMBER 30,
ASSETS (UNAUDITED) 1999
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 894 $ 2,729
Accounts receivable, net 22,271 22,399
Inventories 33,991 29,217
Income taxes refundable 2,319 2,810
Deferred income taxes and other 7,593 7,012
--------- ---------
Total current assets 67,068 64,167
PROPERTY, PLANT AND EQUIPMENT - Net 25,225 25,422
INTANGIBLE ASSETS - Net 59,554 58,555
DEBT ISSUE COSTS - Net 10,318 10,951
DEFERRED INCOME TAXES AND OTHER 5,367 5,322
--------- ---------
TOTAL $ 167,532 $ 164,417
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Current portion of long-term debt $ 9,197 $ 7,595
Accounts payable 5,718 5,322
Accrued liabilities 16,081 15,719
--------- ---------
Total current liabilities 30,996 28,636
LONG-TERM DEBT - Less current portion 254,765 258,962
NON-CURRENT PORTION OF ACCRUED PENSION
COSTS AND OTHER 3,112 3,118
--------- ---------
Total liabilities 288,873 290,716
--------- ---------
COMMITMENTS AND CONTINGENCIES - -
--------- ---------
REDEEMABLE COMMON STOCK 2,169 1,323
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock 102,238 102,097
Retained deficit (225,266) (229,237)
Accumulated other comprehensive loss (482) (482)
--------- ---------
Total stockholders' deficiency (123,510) (127,622)
--------- ---------
TOTAL $ 167,532 $ 164,417
========= =========
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 4
TRANSDIGM HOLDING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THIRTEEN AND TWENTY-SIX WEEKS
ENDED MARCH 31, 2000 AND APRIL 2, 1999
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
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<TABLE>
<CAPTION>
THIRTEEN WEEKS TWENTY-SIX WEEKS
------------------------ --------------------------
MARCH 31, APRIL 2, MARCH 31, APRIL 2,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
NET SALES $ 36,434 $ 31,129 $ 70,168 $ 59,323
COST OF SALES 19,825 15,993 37,960 30,930
-------- -------- -------- --------
GROSS PROFIT 16,609 15,136 32,208 28,393
-------- -------- -------- --------
OPERATING EXPENSES:
Selling and administrative 4,059 2,727 8,191 5,412
Amortization of intangibles 435 254 947 899
Research and development 587 566 972 1,014
Merger expenses 118 39,711
-------- -------- -------- --------
Total operating expenses 5,081 3,665 10,110 47,036
-------- -------- -------- --------
INCOME (LOSS) FROM OPERATIONS 11,528 11,471 22,098 (18,643)
INTEREST EXPENSE - Net 7,030 6,547 14,125 8,823
-------- -------- -------- --------
INCOME (LOSS) BEFORE
INCOME TAXES 4,498 4,924 7,973 (27,466)
INCOME TAX PROVISON (BENEFIT) 1,781 1,966 3,156 (5,600)
-------- -------- -------- --------
NET INCOME (LOSS) $ 2,717 $ 2,958 $ 4,817 $(21,866)
======== ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 5
TRANSDIGM HOLDING COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE TWENTY-SIX WEEKS ENDED MARCH 31, 2000
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
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<TABLE>
<CAPTION>
ACCUMULATED
RETAINED OTHER
COMMON EARNINGS COMPREHENSIVE
STOCK (DEFICIT) LOSS TOTAL
<S> <C> <C> <C> <C>
BALANCE, OCTOBER 1, 1999 $ 102,097 $(229,237) $ (482) $(127,622)
NET INCOME 4,817 4,817
EXERCISE OF STOCK OPTIONS 141 141
ACCRETION OF REDEEMABLE
COMMON STOCK (846) (846)
--------- --------- -------- ---------
BALANCE, MARCH 31, 2000 $ 102,238 $(225,266) $ (482) $(123,510)
========= ========= ======== =========
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 6
TRANSDIGM HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWENTY-SIX WEEKS ENDED MARCH 31, 2000 AND APRIL 2, 1999
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
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<TABLE>
<CAPTION>
TWENTY-SIX WEEKS
-----------------------------
MARCH 31, APRIL 2,
2000 1999
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 4,817 $ (21,866)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation 2,154 1,915
Amortization of intangibles 947 899
Amortization of debt issue costs 633 1,119
Interest deferral on Holdings PIK Notes 1,280 800
Changes in assets and liabilities,
net of effects from acquisition of business:
Accounts receivable 555 (7,061)
Inventories (3,439) (57)
Refundable income taxes 497 (5,764)
Other assets (64) 22
Accounts payable 237 (1,830)
Accrued liabilities and other (1,369) 2,662
--------- ---------
Net cash provided by (used in) operating activities 6,248 (29,161)
--------- ---------
INVESTING ACTIVITIES:
Capital expenditures (1,849) (1,727)
Acquisition of Christie Electric Corp. (2,500) -
--------- ---------
Net cash used in investing activities (4,349) (1,727)
--------- ---------
FINANCING ACTIVITIES:
Proceeds from subordinated notes, net of fees of $6,155 118,766
Proceeds from new credit facility, net of fees of $4,765 87,832
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 repayments under revolving credit loans (2,597)
Repayment of term loans (3,875) (45,000)
Proceeds from issuance of capital stock 141 100,200
Purchase of capital stock - (28)
--------- ---------
Net cash provided by (used in) financing activities (3,734) 14,957
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS (1,835) (15,931)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,729 19,486
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 894 $ 3,555
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 12,023 $ 3,263
========= =========
Cash paid during the period for income taxes $ 2,687 $ 544
========= =========
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE> 7
TRANSDIGM HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN AND TWENTY-SIX WEEKS ENDED MARCH 31, 2000 AND APRIL 2, 1999
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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 predominantly the aircraft
industry. TransDigm, along with its wholly-owned subsidiaries, Marathon
Power Technologies Company ("Marathon"), ZMP, Inc. ("ZMP"), Adams Rite
Aerospace, Inc., ("Adams Rite") and Christie Electric Corp. ("Christie")
(collectively, the "Company"), offers a broad line of component products
including tube connectors, valves, batteries, static inverters, pumps,
quick disconnects, clamps, ball bearing and sliding controls, mechanical
hardware, fluid controls, lavatory hardware, electromechanical controls,
and oxygen systems related products.
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 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.
The Senior Credit Facility was subsequently increased to $154 million in
connection with the acquisition of ZMP and Adams Rite (see Note 3).
In connection with the Merger, the Company incurred a one-time charge of
approximately $40 million during the twenty-six weeks ended April 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.
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<PAGE> 8
2. UNAUDITED FINANCIAL INFORMATION
Except for the September 30, 1999 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 twenty-six weeks ended March 31, 2000 are
not necessarily indicative of the results to be expected for the full
year.
3. ACQUISITIONS
ZMP AND ADAMS RITE - On April 23, 1999, TransDigm acquired all of the
outstanding common stock of ZMP, Inc., the corporate parent of Adams Rite,
through a merger. Adams Rite 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 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 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 $25.5 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 twenty-six weeks ended April 2, 1999 (in thousands):
Net sales $ 77,276
Operating loss (18,726)
Net loss (20,288)
The consolidated pro-forma operating loss for the twenty-six weeks ended
April 2, 1999 includes approximately $.8 million (after tax) of 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 period presented and is not intended to be a
projection of future results.
CHRISTIE - On March 8, 2000, Marathon acquired all of the issued and
outstanding common shares of Christie Electric Corp. for $2.5 million. The
Company accounted for the acquisition as a purchase and included the
results of operations of Christie in its fiscal 2000 consolidated
financial statements from the effective date of the acquisition. Goodwill
of $1.9 million, which resulted from the acquisition, is being amortized
on a straight-line basis over forty years.
Pro-forma net sales and results of operations for this acquisition, had
the acquisition occurred at the beginning of the thirteen and twenty-six
weeks ended March 31, 2000 and April 2, 1999, are not significant, and
accordingly, are not provided.
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<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>
MARCH 31, SEPTEMBER 30,
2000 1999
<S> <C> <C>
Work-in-progress and finished goods $ 33,561 $ 28,846
Raw materials and purchased component parts 7,395 7,481
-------- --------
Total 40,956 36,327
Reserve for excess and obsolete inventory (6,965) (7,110)
-------- --------
Inventories - net $ 33,991 $ 29,217
======== ========
</TABLE>
5. INCOME TAXES
Income tax expense (benefit) as a percentage of income (loss) before
income taxes was 39.6% for the twenty-six weeks ended March 31, 2000
compared to (20.4)% for the twenty-six weeks ended April 2, 1999. The tax
benefit recorded for the twenty-six weeks ended April 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. CONTINGENCIES
ENVIRONMENTAL - 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, the Company does not believe the condition of
the soil and groundwater at the Waco facility will require incurrence of
material expenditures; however, there can be no assurance that additional
contamination will not be discovered or that the remediation required by
TNRCC will not be material to the financial condition, results of
operations, or cash flows of the Company.
OTHER - During the ordinary course of business, the Company is from time
to time threatened with, or may become a party to, legal actions and other
proceedings. The Company believes that its potential exposure to such
legal actions is adequately covered by its aviation product and general
liability insurance.
-7-
<PAGE> 10
8. NEW ACCOUNTING STANDARD
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities.
This statement establishes accounting and reporting standards for
derivative instruments, including certain 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 this new accounting
standard, its adoption is not expected to have a material effect on the
Company's financial statements.
* * * * *
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<PAGE> 11
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 twenty-six weeks
ended April 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. 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 is
a well established supplier of highly engineered aircraft components that
complements the businesses of AdelWiggins, AeroControlex and Marathon. Through
the acquisition of ZMP, the Company acquired four additional major product lines
of Adams Rite consisting of mechanical hardware, fluid control products,
electromechanical control products and oxygen system related products.
On March 8, 2000, Marathon acquired Christie Electric Corp. for $2.5 million.
Christie is a well established supplier of battery charging and analyzing
equipment, complete battery management systems and power suppliers. The product
lines of Christie are a complement to Marathon's business.
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.
-9-
<PAGE> 12
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 TWENTY-SIX WEEKS ENDED
---------------------- ----------------------
MARCH 31, APRIL 2, MARCH 31, APRIL 2,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net sales 100 % 100 % 100 % 100 %
----- ----- ----- -----
Gross profit 46 49 46 48
Selling and administrative 11 9 12 9
Amortization of intangibles 1 1 1 2
Research and development 2 2 1 2
Merger expenses 66
----- ----- ----- -----
Operating income (loss) 32 37 32 (31)
Interest expense- net 19 21 20 15
Provision (benefit) for income taxes 5 6 5 (9)
----- ----- ----- -----
Net income (loss) 8 % 10 % 7 % (37)%
===== ===== ===== =====
</TABLE>
CHANGES IN RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED MARCH 31, 2000 COMPARED WITH THIRTEEN WEEKS ENDED APRIL 2,
1999.
- - NET SALES. Net sales increased by $5.3 million, or 17.0%, to $36.4 million
for the quarter ended March 31, 2000 from $31.1 million for the comparable
quarter last year, principally due to the acquisition of ZMP in the prior
year, partially offset by a decline in net sales at other Company locations
as a result of reduced production volumes in commercial jet transport
products as well as inventory reductions at both the OEMs and in the
aftermarket. Revenue passenger miles continue to grow; this leads us to
believe the aftermarket softness is not a long-term phenomenon.
- - GROSS PROFIT. Gross profit (net sales less cost of sales) increased by $1.5
million, or 9.9%, to $16.6 million for the quarter ended March 31, 2000
from $15.1 million from the comparable quarter last year. This increase is
attributable to the higher sales discussed above. Gross profit as a
percentage of net sales was 46% during the second quarter of fiscal 2000
and 49% during the second quarter of fiscal 1999.
- - SELLING AND ADMINISTRATIVE. Selling and administrative expenses increased
by $1.4 million, or 52%, to $4.1 million for the quarter ended March 31,
2000 from $2.7 million for the quarter ended April 2, 1999. This increase
principally resulted from the acquisition of ZMP discussed previously as
well as the Company's increased efforts to develop new business. Selling
and administrative expenses as a percentage of net sales increased from 9%
for the quarter ended April 2, 1999 to 11% for the quarter ended March 31,
2000.
- - AMORTIZATION OF INTANGIBLES. Amortization of intangibles increased by $0.1
million, or 33%, to $0.4 million for the quarter ended March 31, 2000 from
$0.3 million for the quarter ended April 2, 1999.
- - RESEARCH AND DEVELOPMENT. Research and development expense approximated
$0.6 million for the quarter ended March 31, 2000 and the comparable
quarter last year. Research and development expense, as a percentage of net
sales, was 2.0% for both quarters.
- - MERGER EXPENSES. Additional merger costs totaling $.1 million were incurred
during the second quarter of fiscal 1999 in connection with the Merger and
Recapitalization.
-10-
<PAGE> 13
- - OPERATING INCOME. Operating income of $11.6 million in the second quarter
of fiscal 2000 was comparable to operating income in the second quarter of
fiscal 1999.
- - INTEREST EXPENSE. Interest expense increased by $0.4 million, or 6%, to
$7.0 million for the second quarter of fiscal 2000 from $6.6 million for
the second quarter of fiscal 1999.
- - INCOME TAXES. Income tax expense as a percentage of income before income
taxes was 39.6% for the thirteen weeks ended March 31, 2000 compared to
39.9% for the thirteen weeks ended April 2, 1999.
- - NET INCOME (LOSS). The Company earned $2.7 million for the second quarter
of fiscal 2000 compared to $2.9 million earned for the second quarter of
fiscal 1999 primarily as a result of the factors referred to above.
TWENTY-SIX WEEKS ENDED MARCH 31, 2000 COMPARED WITH TWENTY-SIX WEEKS ENDED APRIL
2, 1999.
- - NET SALES. Net sales increased by $10.9 million, or 18.4%, to $70.2 million
for the twenty-six weeks ended March 31, 2000 from $59.3 million for the
comparable twenty-six weeks last year, principally due to the acquisition
of ZMP, partially offset by a decline in net sales at other Company
locations as a result of reduced production volumes in commercial jet
transport products as well as inventory reductions at both the OEMs and in
the aftermarket. Revenue passenger miles continue to grow; this leads us to
believe the aftermarket softness is not a long-term phenomenon.
- - GROSS PROFIT. Gross profit (net sales less cost of sales) increased by $3.8
million, or 13.4%, to $32.2 million for the twenty-six weeks ended March
31, 2000 from $28.4 million for the comparable twenty-six weeks last year.
This increase is attributable to the higher sales discussed above. Gross
profit as a percentage of net sales was 46% during the twenty-six weeks
ended March 31, 2000 and 48% during the twenty-six weeks ended April 2,
1999.
- - SELLING AND ADMINISTRATIVE. Selling and administrative expenses increased
by $2.8 million, or 52%, to $8.2 million for the twenty-six weeks ended
March 31, 2000 from $5.4 million for the twenty-six weeks ended April 2,
1999. This increase principally resulted from the acquisition of ZMP
discussed previously as well as the Company's increased efforts to develop
new business. Selling and administrative expenses as a percentage of net
sales increased from 9% for the twenty-six weeks ended April 2, 1999 to 12%
for the twenty-six weeks ended March 31, 2000.
- - AMORTIZATION OF INTANGIBLES. Amortization of intangibles was comparable at
$.9 million for the twenty-six weeks ended March 31, 2000 and April 2,
1999.
- - RESEARCH AND DEVELOPMENT. Research and development expense approximated
$1.0 million for the twenty-six weeks ended March 31, 2000 and April 2,
1999. Research and development expense, as a percentage of net sales, was
1% for both twenty-six week periods.
- - MERGER EXPENSES. Merger costs totaling $39.7 million were incurred during
the twenty-six weeks ended April 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 service agreement 5,850
Professional fees and expenses 6,791
Write-off of deferred financing costs 552
Other 631
-------
Total $39,711
=======
</TABLE>
-11-
<PAGE> 14
- - OPERATING INCOME (LOSS). Operating income increased from a $18.6 million
loss for the twenty-six weeks ended April 2, 1999 to income of $22.1
million for the twenty-six weeks ended March 31, 2000. Operating income,
excluding merger expenses, increased by $1.0 million, or 4.8%. This
increase was primarily attributable to the acquisition of ZMP partially
offset by the decline in sales volume at other Company locations.
- - INTEREST EXPENSE. Interest expense increased by $5.3 million to $14.1
million for the twenty-six weeks ended March 31, 2000 from $8.8 million for
the twenty-six weeks ended April 2, 1999 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 (benefit) as a percentage of income (loss)
before income taxes was 39.6% for the twenty-six weeks ended March 31, 2000
compared to (20.4)% for the twenty-six weeks ended April 2, 1999. The tax
benefit recorded for the twenty-six weeks ended April 2, 1999 was
significantly impacted by the non-deductible expenses incurred in
connection with the Recapitalization.
- - NET INCOME (LOSS). The Company earned $4.8 million for the twenty-six weeks
ended March 31, 2000 compared to a net loss of $21.9 million for the
twenty-six weeks ended April 2, 1999 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 March
31, 2000, the Company estimated its sales order backlog at $73.4 million
compared to an estimated $63.6 million as of April 2, 1999 (including $16.5
million relating to Adams Rite). The majority of the purchase orders outstanding
as of March 31, 2000 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 March 31, 2000 may not necessarily represent the
actual amount of shipments or sales for any future period.
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 thirteen and twenty-six week
periods ended March 31, 2000 and April 2, 1999 were not significant.
-12-
<PAGE> 15
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities during the twenty-six weeks ended March
31, 2000 was approximately $6.2 million compared to approximately $29.2 million
used during the twenty-six weeks ended April 2, 1999. Such increase in operating
cash flows is due to the one-time merger expenses incurred during the twenty-six
weeks ended April 2, 1999, partially offset by an increase in interest expense
as a result of the increase in the average level of outstanding borrowings in
connection with the Recapitalization and acquisition of ZMP.
Cash used in investing activities was approximately $4.3 million during the
twenty-six weeks ended March 31, 2000 compared to approximately $1.7 million
used during the twenty-six weeks ended April 2, 1999. The increase is mainly due
to the acquisition of Christie Electric Corp. in March 2000.
Cash used in financing activities during the twenty-six weeks ended March 31,
2000 was approximately $3.7 million compared to approximately $15.0 million
provided by financing activities during the twenty-six weeks ended April 2,
1999. This change in financing cash flows was due to the incurrence and
refinancing of substantial indebtedness as a result of the Recapitalization and
the acquisition of ZMP.
The interest rate for the Company's existing 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. At March 31,
2000, the Company had $30 million of borrowings (the entire revolving credit
line) available under the credit facility.
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 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 $1.8 million and
$1.7 million during the twenty-six weeks ended March 31, 2000 and April 2, 1999,
respectively.
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.
-13-
<PAGE> 16
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.
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 this new accounting standard,
its adoption is not expected to have a material effect on the Company's
financial statements.
IMPACT OF YEAR 2000 ISSUE
The Company has not encountered year 2000 problems 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. The Company will continue to monitor year
2000 issues.
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 twenty-six week periods ended March 31, 2000 was $.7 million and
$1.3 million, respectively. Interest expense recognized on these notes during
the thirteen and twenty-six week periods ended April 2, 1999 was $.6 million and
$.8 million, respectively.
-14-
<PAGE> 17
PART I: FINANCIAL INFORMATION
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
At March 31, 2000, 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 $115.7 million of borrowings outstanding
under the credit facility at March 31, 2000 was 9.3%. The effect of a
hypothetical one percentage point increase in interest rates would decrease the
estimated fair value of the borrowings outstanding under the credit facility on
March 31, 2000 by approximately $5.5 million.
Also outstanding at March 31, 2000 was $125 million of Company indebtedness in
the form of subordinated notes and $23.3 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 March 31, 2000, the
effect of a hypothetical one percentage point increase in interest rates would
decrease the estimated fair value of the borrowings by $10.6 million and $1.9
million, respectively.
-15-
<PAGE> 18
PART II: OTHER INFORMATION
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 March 31, 2000.
-16-
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Act of 1934, as
amended, each of the Co-Registrants has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Richmond Heights, State of Ohio, on May 10, 2000.
TRANSDIGM HOLDING COMPANY
By: /s/ PETER B. RADEKEVICH
-----------------------------------
Peter B. Radekevich
Chief Financial Officer
TRANSDIGM INC.
By: /s/ PETER B. RADEKEVICH
------------------------------------
Peter B. Radekevich
Chief Financial Officer
MARATHON POWER TECHNOLOGIES COMPANY
By: /s/ PETER B. RADEKEVICH
-------------------------------------
Peter B. Radekevich
Chief Financial Officer
ZMP, INC.
By: /s/ PETER B. RADEKEVICH
-------------------------------------
Peter B. Radekevich
Chief Financial Officer
ADAMS RITE AEROSPACE, INC.
By: /s/ PETER B. RADEKEVICH
--------------------------------------
Peter B. Radekevich
Chief Financial Officer
-17-
<PAGE> 20
TRANSDIGM HOLDING COMPANY
Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed below by the following persons on behalf of the Co-Registrant and in the
capacities and as of the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Chief Executive Officer (Principal May 10, 2000
- ----------------------------------- Executive Officer) and Chairman of the Board
Douglas W. Peacock
* President and Chief Operating Officer May 10, 2000
- ----------------------------------- (Principal Operating Officer) and Director
W. Nicholas Howley
/s/ Peter B. Radekevich Chief Financial Officer (Principal Financial May 10, 2000
- ----------------------------------- and Accounting Officer)
Peter B. Radekevich
* Director May 10, 2000
- -----------------------------------
Stephen Berger
* Director May 10, 2000
- -----------------------------------
William Hopkins
* Director May 10, 2000
- -----------------------------------
Muzzafar Mirza
* Director May 10, 2000
- -----------------------------------
John W. Paxton
* Director May 10, 2000
- -----------------------------------
Thomas R. Wall, IV
</TABLE>
-18-
<PAGE> 21
TRANSDIGM INC.
Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed below by the following persons on behalf of the Co-Registrant and in the
capacities and as of the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Chief Executive Officer (Principal May 10, 2000
- ----------------------------------- Executive Officer) and Chairman of the Board
Douglas W. Peacock
* President and Chief Operating Officer May 10, 2000
- ----------------------------------- (Principal Operating Officer) and Director
W. Nicholas Howley
/s/ Peter B. Radekevich Chief Financial Officer (Principal Financial May 10, 2000
- ----------------------------------- and Accounting Officer)
Peter B. Radekevich
* Director May 10, 2000
- -----------------------------------
Stephen Berger
* Director May 10, 2000
- -----------------------------------
William Hopkins
* Director May 10, 2000
- -----------------------------------
Muzzafar Mirza
* Director May 10, 2000
- -----------------------------------
John W. Paxton
* Director May 10, 2000
- -----------------------------------
Thomas R. Wall, IV
</TABLE>
-19-
<PAGE> 22
MARATHON POWER TECHNOLOGIES COMPANY
Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed below by the following persons on behalf of the Co-Registrant and in the
capacities and as of the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Chief Executive Officer (Principal May 10, 2000
- ----------------------------------- Executive Officer) and Chairman of the Board
Douglas W. Peacock
* President (Principal Operating Officer) May 10, 2000
- -----------------------------------
Albert J. Rodriguez
/s/ Peter B. Radekevich Chief Financial Officer (Principal Financial May 10, 2000
- ----------------------------------- and Accounting Officer)
Peter B. Radekevich
* Director May 10, 2000
- -----------------------------------
W. Nicholas Howley
</TABLE>
-20-
<PAGE> 23
ZMP, INC.
Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed below by the following persons on behalf of the Co-Registrant and in the
capacities and as of the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Chairman of the Board and Executive Vice May 10, 2000
- ----------------------------------- President (Principal Executive Officer)
Douglas W. Peacock
* President (Principal Operating Officer) May 10, 2000
- -----------------------------------
John F. Leary
/s/ Peter B. Radekevich Treasurer and Chief Financial Officer May 10, 2000
- ----------------------------------- (Principal Financial and Accounting Officer)
Peter B. Radekevich
* Executive Vice President and Director May 10, 2000
- -----------------------------------
W. Nicholas Howley
</TABLE>
-21-
<PAGE> 24
ADAMS RITE AEROSPACE, INC.
Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed below by the following persons on behalf of the Co-Registrant and in the
capacities and as of the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Chairman of the Board and Executive Vice May 10, 2000
- ----------------------------------- President (Principal Executive Officer)
Douglas W. Peacock
* President (Principal Operating Officer) May 10, 2000
- -----------------------------------
John F. Leary
/s/ Peter B. Radekevich Treasurer and Chief Financial Officer May 10, 2000
- ----------------------------------- (Principal Financial and Accounting Officer)
Peter B. Radekevich
* Executive Vice President and Director May 10, 2000
- -----------------------------------
W. Nicholas Howley
</TABLE>
* The undersigned, by signing his name hereto, does sign and execute this
Annual Report on Form 10-Q pursuant to the Power of Attorney executed by
the above-named officers and Directors of the Co-Registrant and filed with
the Securities and Exchange Commission on behalf of such officers and
Directors.
By: /s/ Peter B. Radekevich
---------------------------------
Peter B. Radekevich,
ATTORNEY-IN-FACT
-22-
<PAGE> 25
EXHIBIT INDEX
TO FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000
EXHIBIT NO. DESCRIPTION PAGE
27 Financial Data Schedule 24
-23-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001077670
<NAME> TRANSDIGM INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 894
<SECURITIES> 0
<RECEIVABLES> 22,756
<ALLOWANCES> 485
<INVENTORY> 33,991
<CURRENT-ASSETS> 67,068
<PP&E> 48,759
<DEPRECIATION> 23,534
<TOTAL-ASSETS> 167,532
<CURRENT-LIABILITIES> 30,996
<BONDS> 254,765
2,169
0
<COMMON> 102,238
<OTHER-SE> (225,266)
<TOTAL-LIABILITY-AND-EQUITY> 167,532
<SALES> 70,168
<TOTAL-REVENUES> 70,168
<CGS> 37,960
<TOTAL-COSTS> 37,960
<OTHER-EXPENSES> 10,110
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,125
<INCOME-PRETAX> 7,973
<INCOME-TAX> 3,156
<INCOME-CONTINUING> 4,817
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,817
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
