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Previous: TOOTSIE ROLL INDUSTRIES INC, 10-Q, 1994-11-04 |
Next: TYCO INTERNATIONAL LTD, SC 13D, 1994-11-04 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
SEPTEMBER 12, 1994
-------------
TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 1-7872 95-4062211
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
</TABLE>
<TABLE>
<S> <C>
700 Liberty Avenue 07083
Union, New Jersey (Zip Code)
(Address of principal
executive offices)
</TABLE>
(908) 964-5666
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
<S> <C>
INDEX :
-------
(a) HISTORICAL FINANCIAL INFORMATION OF INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES
------------------------------------------------------------------------------------
Report of Independent Public Accountants .................................... 3
Combined Balance Sheets .................................................... 4
Combined Statements of Operations ........................................... 5
Combined Statements of Cash Flows .......................................... 6
Combined Statements of Owners' Equity ...................................... 7
Notes to Combined Financial Statements .................................... 8 - 12
(b) PRO-FORMA CONDENSED COMBINED FINANCIAL INFORMATION
--------------------------------------------------
Introduction ............................................................... 13
Balance Sheet at June 26, 1994 ............................................ 14
Statement of Operations for the Three Months Ended June 26, 1994 .......... 15
Notes to Pro Forma Condensed Combined Financial Statements
for the Interim Period ended June 26,1994 .............................. 16
Statement of Operations for the Twelve Months Ended March 31, 1994 ......... 17
Notes to Pro Forma Condensed Combined Statement of Operations
for the Twelve Months Ended March 31, 1994 ............................ 18
(c) OTHER EXHIBITS
--------------
(1) Stock and Asset Purchase Agreement dated as of September 12, 1994 *
between the Company and Vincent A. Stabile, Antoinette D. Stabile
and Madeline C. Stabile.
(2) Fifth Amendment to the Revolving Loan and Security Agreement *
between TransTechnology and National Bank of Canada.
</TABLE>
* Incorporated by reference to Resistrant Form 8-K dated September 12,
1994.
2
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders
Industrial Retaining Ring Company
We have audited the accompanying combined balance sheets of INDUSTRIAL
RETAINING RING COMPANY AND AFFILIATES as of December 31, 1993 and 1992, and the
related combined statements of operations, cash flows and owners' equity for
each of the three years in the period ended December 31, 1993. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Industrial
Retaining Ring Company and Affiliates as of December 31, 1993 and 1992, and
their results of operations and cash flows for each of the three years in the
period ended December 31, 1993, in conformity with generally accepted
accounting principles.
J.H. COHN & COMPANY
Roseland, New Jersey
October 17, 1994
-3-
<PAGE> 4
INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES
COMBINED BALANCE SHEETS
DECEMBER 31, 1993 AND 1992 AND JUNE 30, 1994
(In Thousands of Dollars)
<TABLE>
<CAPTION>
December 31,
June --------------------
ASSETS 30, 1994 1993 1992
------ -------- ------ ------
(Unaudited)
<S> <C> <C> <C>
Current assets:
Cash $ 156 $ 182 $ 278
Accounts receivable 960 778 861
Inventories 2,835 2,719 2,627
Prepaid expenses and other current assets 34 41 44
------ ------ ------
Total current assets 3,985 3,720 3,810
Property, plant and equipment, at cost, net
of accumulated depreciation 264 263 268
Cash surrender value of officers' life
insurance 570 551 515
------ ------ ------
Totals $4,819 $4,534 $4,593
====== ====== ======
LIABILITIES AND OWNERS' EQUITY
------------------------------
Current liabilities:
Accounts payable $ 38 $ 36 $ 94
Accrued expenses and sundry liabilities 52 38 39
------ ------ ------
Total current liabilities 90 74 133
Pension liability 133 133 78
------ ------ ------
Total liabilities 223 207 211
------ ------ ------
Owners' equity:
Common stock 165 165 165
Retained earnings 4,424 4,155 4,196
Partners' capital 7 7 21
------ ------ ------
Total owners' equity 4,596 4,327 4,382
------ ------ ------
Totals $4,819 $4,534 $4,593
====== ====== ======
</TABLE>
See Notes to Combined Financial Statements.
-4-
<PAGE> 5
INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES
COMBINED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
AND SIX MONTHS ENDED JUNE 30, 1994 AND 1993
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Six Months
Ended Years Ended
June 30, December 31,
------------------ ---------------------------------
1994 1993 1993 1992 1991
----- ------ ------ ------ ------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Net sales $4,670 $4,505 $8,267 $7,867 $7,486
Cost of goods sold 1,395 1,504 2,647 2,209 2,153
------ ------ ------ ------ ------
Gross profit 3,275 3,001 5,620 5,658 5,333
------ ------ ------ ------ ------
Operating expenses:
Selling 318 314 587 584 519
General and administrative 183 197 381 368 333
------ ------ ------ ------ ------
Totals 501 511 968 952 852
------ ------ ------ ------ ------
Income from operations 2,774 2,490 4,652 4,706 4,481
Provision for state income tax -
current 73 239 447 435 418
------ ------ ------ ------ ------
Net income $2,701 $2,251 $4,205 $4,271 $4,063
====== ====== ====== ====== ======
</TABLE>
See Notes to Combined Financial Statements.
-5-
<PAGE> 6
INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES
COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
AND SIX MONTHS ENDED JUNE 30, 1994 AND 1993
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Six Months
Ended Years Ended
June 30, December 31,
------------------- ----------------------------------
1994 1993 1993 1992 1991
------ ------ ------ ------ ------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Operating activities:
Net income $2,701 $2,251 $4,205 $4,271 $4,063
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 25 25 51 44 66
Changes in operating assets
and liabilities:
Accounts receivable (182) (11) 83 (87) 38
Inventories (116) (92) (282) (109)
Prepaid expenses and other
current assets 7 24 3 27 499
Accounts payable 2 (61) (58) 68 (125)
Accrued expenses and
sundry liabilities 14 10 (1) 3 (4)
Other liabilities 55 44 34
------ ------ ------ ------ ------
Net cash provided by
operating activities 2,451 2,238 4,246 4,088 4,462
------ ------ ------ ------ ------
Investing activities:
Purchase of property, plant
and equipment (26) (26) (46) (134) (65)
Cash surrender value of
officers' life insurance (19) (20) (36) (34) (35)
------ ------ ------ ------ ------
Net cash used in in-
vesting activities (45) (46) (82) (168) (100)
------ ------ ------ ------ ------
Financing activities - distri-
butions (2,432) (2,300) (4,260) (3,732) (4,414)
------ ------ ------ ------ ------
Net increase (decrease) in cash (26) (108) (96) 188 (52)
Cash, beginning of period 182 278 278 90 142
------ ------ ------ ------ ------
Cash, end of period $ 156 $ 170 $ 182 $ 278 $ 90
====== ====== ====== ====== ======
Supplemental disclosure of cash
flow data:
State income taxes paid $ 53 $ 211 $ 442 $ 393 $ 419
====== ====== ====== ====== ======
</TABLE>
See Notes to Combined Financial Statements.
-6-
<PAGE> 7
INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES
COMBINED STATEMENTS OF OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
AND SIX MONTHS ENDED JUNE 30, 1994
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Common Retained Partners'
Stock Earnings Capital Total
------- -------- --------- -------
<S> <C> <C> <C> <C>
Balance, January 1, 1991 $165 $4,026 $ 3 $4,194
Net income 4,044 19 4,063
Distributions (4,400) (14) (4,414)
---- ------ --- ------
Balance, December 31, 1991 165 3,670 8 3,843
Net income 4,246 25 4,271
Distributions (3,720) (12) (3,732)
---- ------ --- ------
Balance, December 31, 1992 165 4,196 21 4,382
Net income 4,179 26 4,205
Distributions (4,220) (40) (4,260)
---- ------ --- ------
Balance, December 31, 1993 165 4,155 7 4,327
Net income (unaudited) 2,689 12 2,701
Distributions (unaudited) (2,420) (12) (2,432)
---- ------ --- ------
Balance, June 30, 1994
(unaudited) $165 $4,424 $ 7 $4,596
==== ====== === ======
</TABLE>
See Notes to Combined Financial Statements.
-7-
<PAGE> 8
INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
Note 1 - Summary of significant accounting policies:
Principles of combination:
The accompanying combined financial statements include
the accounts of Industrial Retaining Ring Company ("IRR")
and its affiliates, Retainers, Inc. ("Retainers") and
Industrial Advertising ("Advertising"), all of which are
owned by members of the same family. Accordingly, the
financial statements have been combined on the basis of
common ownership and control. As used herein, the
"Company" refers to IRR, Retainers and Advertising,
collectively. IRR engages in the manufacture and sale of
metal retaining rings to customers located primarily
throughout the United States. Retainers leases real
property to IRR and Advertising provides services to IRR.
All significant intercompany accounts and transactions
have been eliminated in combination.
Concentrations of credit risk:
Financial instruments that potentially subject the
Company to concentrations of credit risk consist
principally of cash and trade accounts receivable. The
Company maintains its cash in bank deposit accounts
which, at times, may exceed Federally insured limits.
Concentrations of credit risk with respect to trade
receivables are limited due to the large number of
customers comprising IRR's customer base, their
disposition across different geographic areas, and
generally short payment terms. In addition, IRR routinely
assesses the financial strength of its customers.
Inventories:
Inventories are stated at the lower of cost (first-in,
first-out basis) or market.
Depreciation:
Provision is made for depreciation of property, equipment
and improvements on straight-line and declining balance
methods by annual charges to operations calculated to
absorb costs of assets over their estimated useful lives.
Income taxes:
IRR has elected to be treated as an "S" Corporation under
the applicable sections of the Internal Revenue Code and
files a separate "S" Corporation tax return on a calendar
year basis. Under these sections, corporate income or
loss, in general, is allocated to the stockholders for
inclusion in their personal income tax returns.
Advertising files a separate partnership tax return on a
calendar year basis. Accordingly, there is no provision
for Federal income tax related to IRR and Advertising in
the accompanying combined financial statements. Retainers
files a separate "C" Corporation Federal income tax
return with a fiscal year end of June 30.
-8-
<PAGE> 9
INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
Note 1 - Summary of significant accounting policies (concluded):
Change in accounting method:
In January 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for
Income Taxes," ("FAS 109"). The adoption of FAS 109
changed the Company's method of accounting for income
taxes from the deferred method to an asset and liability
approach. Previously, the Company deferred the past
effects of timing differences between financial reporting
and taxable income. The asset and liability approach
requires deferred income tax assets and liabilities to be
computed annually for differences between the financial
statement and tax bases of assets and liabilities that
will result in taxable or deductible amounts in the
future based on enacted tax laws and rates applicable to
the periods in which the differences are expected to
affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets
to the amount expected to be realized. Income tax expense
is the tax payable or refundable for the period plus or
minus the change during the period in deferred tax assets
and liabilities.
The adoption of FAS 109 has been applied prospectively.
The cumulative effect of the change in the method of
accounting for income taxes on years prior to 1993 is not
material.
Interim unaudited financial information:
The financial information included herein as of June 30,
1994 and for the six months ended June 30, 1994 and 1993
is unaudited and, in the opinion of management, reflects
all adjustments (which include only normal recurring
accruals) necessary for a fair presentation of the
Company's combined financial position as of that date and
the combined results of operations for those periods.
Note 2 - Inventories:
Inventories consist of the following:
<TABLE>
<CAPTION>
December 31,
June ---------------------
30, 1994 1993 1992
-------- ------ ------
(In Thousands of Dollars)
<S> <C> <C> <C>
Raw materials $ 961 $ 999 $ 970
Work-in-process 120 85 94
Finished goods 1,754 1,635 1,563
------ ------ ------
Totals $2,835 $2,719 $2,627
====== ====== ======
</TABLE>
-9-
<PAGE> 10
INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
Note 3 - Property, plant and equipment:
Property, plant and equipment consists of the following:
<TABLE>
<CAPTION>
Range of December 31,
Estimated June --------------------
Useful Lives 30, 1994 1993 1992
------------ -------- ------ ------
(In Thousands of Dollars)
<S> <C> <C> <C> <C>
Land $ 17 $ 17 $ 17
Building and im-
provements 10-32 years 482 482 471
Machinery and
equipment 2-10 years 1,055 1,038 1,003
Furniture and
fixtures 5-10 years 29 29 29
------ ------ ------
1,583 1,566 1,520
Less accumulated
depreciation 1,319 1,303 1,252
------ ------ ------
Totals $ 264 $ 263 $ 268
====== ====== ======
</TABLE>
Note 4 - Accrued expenses and sundry liabilities:
Accrued expenses and sundry liabilities consist of the
following:
<TABLE>
<CAPTION>
December 31,
June -----------------
30, 1994 1993 1992
-------- ---- ----
(In Thousands of Dollars)
<S> <C> <C> <C>
Payroll $20 $29 $21
Payroll taxes 10
State income tax 16 14
Other 6 9 4
--- --- ---
Totals $52 $38 $39
=== === ===
</TABLE>
Note 5 - Employee benefit plan:
IRR maintains a noncontributory defined benefit pension plan
covering all full-time eligible employees. Benefits begin to
vest after one year of service and are based on years of
service and average annual earnings as defined by the plan.
IRR's policy is to fund pension costs by contributing
annually at least the minimum amount required by the
Employee Retirement Income Security Act of 1974.
-10-
<PAGE> 11
INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
Note 5 - Employee benefit plan (concluded):
The components of net pension expense (in thousands of
dollars) for each of the three years in the period ended
December 31, 1993 are as follows:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Service cost for benefits earned
during the year $ 76 $ 70 $ 67
Interest cost on projected benefit
obligation 165 155 145
Actual return on plan assets (171) (166) (163)
Net amortization and deferral (15) (15) (15)
---- ---- ----
Totals $ 55 $ 44 $ 34
==== ==== ====
</TABLE>
The following table (in thousands of dollars) sets forth the
funded status of the plan and the amounts recognized by IRR
in the combined balance sheets at December 31, 1993 and
1992:
<TABLE>
<CAPTION>
1993 1992
------ ------
<S> <C> <C>
Actuarial present value of benefit
obligations:
Vested benefits $1,998 $1,728
Nonvested benefits 52 13
Additional amounts related to
projected salary increases 265 373
------ ------
Projected benefit obligation 2,315 2,114
Plan assets at fair value 2,279 2,182
------ ------
Plan assets in excess of (less than)
projected benefit obligation (36) 68
Unrecognized net loss 84 50
Unrecognized transition asset (181) (196)
------ ------
Pension liability $ (133) $ (78)
====== ======
</TABLE>
The weighted average discount rate used to determine the
actuarial present value of the projected benefit obligation
was 8% at December 31, 1993 and 1992. The expected long-term
rate of return on plan assets used in determining net
pension expense for each of the years in the period ended
December 31, 1993 was 8%. The assumed rate of increases in
future compensation levels was 6%.
Plan assets are primarily invested in fixed income
securities.
-11-
<PAGE> 12
INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
Note 6 - Common stock:
Common stock is comprised of the following:
<TABLE>
<CAPTION>
Amount
--------
<S> <C>
IRR:
No par value; 6,000 shares authorized;
1,500 shares issued $150,000
Retainers:
No par value; 1,000 shares authorized;
300 shares issued 15,000
--------
Total $165,000
========
</TABLE>
Note 7 - State income tax:
The disproportion provision for state income tax for the six
months ended June 30, 1994 is due to the election by IRR,
effective January 1, 1994, to be treated as an "S"
Corporation for New Jersey state income tax purposes.
Deferred state tax assets, resulting from temporary
differences attributable to the capitalization of certain
inventory overhead costs, and deferred state tax
liabilities, resulting primarily from temporary differences
attributable to depreciation, are not material.
Note 8 - Subsequent event:
Effective August 31, 1994, the Company's
stockholders/partners sold all of the common shares of IRR
and Retainers and the net assets of Advertising for cash and
other consideration.
* * *
-12-
<PAGE> 13
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
INTRODUCTION
(Unaudited)
The following unaudited Pro Forma Combined Condensed Statement of Operations
for the three-month period ended June 26, 1994 and the twelve month period
ended March 31, 1994, as well as the Balance Sheet at June 26, 1994 are of
TransTechnology Corporation and its subsidiaries and Industrial Retaining Ring
Company and Affiliates. All outstanding shares of Industrial Retaining Ring
Company and Affiliates were purchased by TransTechnology Corporation effective
August 31, 1994.
TransTechnology Corporation's fiscal year ends on March 31, and Industrial
Retaining Ring Company's fiscal year ends on December 31. The following Pro
Forma Condensed Combined Statement of Operations being presented for the twelve
month period ended March 31, 1994 combines Industrial Retaining Ring Company
and Affiliates twelve months of operations ended December 31, 1993 with
TransTechnology Corporations twelve months of operations ended March 31, 1994.
Likewise, the March 31, 1994 Pro Forma Condensed Combined Balance Sheet
combines Industrial Retaining Ring Companys December 31, 1994 Balance Sheet
with TransTechnology Corporations March 31, 1994 Balance Sheet.
The pro forma adjustments to the Statements of Operations assume that the
acquisition was consummated at the beginning of the period being presented.
The pro forma adjustments to the Balance Sheet assume that the acquisition was
consummated at the end of the period being presented.
13
<PAGE> 14
PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 26, 1994
(Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Industrial
Retaining
Ring and
TransTechnology Affiliates Pro Forma Pro Forma
Current Assets : Historical Historical Adjustments Combined
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Cash and Cash Equivalents $1,656 $156 $1,812
Accounts and Notes Receivable 23,800 960 24,760
Inventories 35,584 2,835 123 (A) 38,542
Prepaid and Other Current Assets 11,211 34 115 (A) 11,360
--------------- --------------- --------------- ---------------
Total Current Assets 72,251 3,985 238 76,474
--------------- --------------- --------------- ---------------
Property - at Cost :
Land and Buildings 20,873 499 21,372
Machinery & Equipment 33,564 1,055 1,957 (A) 36,576
Furniture, Fixtures and Leasehold
Improvements 4,752 29 4,781
--------------- --------------- --------------- ---------------
Total 59,189 1,583 1,957 62,729
Less: Accumulated Depreciation 22,931 1,319 24,250
--------------- --------------- --------------- ---------------
Property - Net 36,258 264 1,957 38,479
--------------- --------------- --------------- ---------------
Other Assets :
Costs in Excess of Net Assets of
Acquired Businesses 3,052 10,329 (A) 13,381
Other 12,052 570 12,622
--------------- --------------- --------------- ---------------
Total Other Assets 15,104 570 10,329 26,003
--------------- --------------- --------------- ---------------
Total Assets $123,613 $4,819 $12,524 $140,956
--------------- --------------- --------------- ---------------
Total Current Liabilities $18,985 $90 $19,075
Long-term Debt Payable to Banks
and Others 33,158 15,320 (A) 48,478
--------------- --------------- --------------- ---------------
Other Long-Term Liabilities 5,551 133 1,800 (A) 7,484
--------------- --------------- --------------- ---------------
Stockholder's Equity :
Common Stock-authorized, 14,700,000
shares of $.01 par value; issued,
5,122,004 shares at June 27,1993 51 165 (165)(A) 51
Additional Paid-In Capital 45,283 7 (7)(A) 45,283
Retained Earnings 22,947 4,424 (4,237)(A) 22,947
(187)(A)
Other Stockholders' Equity (2,362) (2,362)
--------------- --------------- --------------- ---------------
Total Stockholders Equity 65,919 4,596 (4,596) 65,919
--------------- --------------- --------------- ---------------
Total Liabilities and Stockholder's Equity $123,613 $4,819 $12,524 $140,956
--------------- --------------- --------------- ---------------
</TABLE>
See notes to pro forma condensed combined financial statements
14
<PAGE> 15
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Three Months Ended June 26, 1994
(Unaudited)
(In Thousands of Dollars Except Per Share Amounts)
<TABLE>
<CAPTION>
Industrial
Retaining
Ring and
TransTechnology Affiliates Pro Forma Pro Forma
Historical Historical Adjustments Combined
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Total Revenue $27,823 $2,300 $30,172
Cost of Sales 20,462 687 49 (B) 21,198
--------------- --------------- --------------- ---------------
Gross Profit 7,361 1,613 8,974
General Administrative, Selling
and Other Expenses 4,499 247 65 (B) 4,810
Interest Expense 519 297 (C) 816
--------------- --------------- --------------- ---------------
Income from Continuing Operations
Before Income Taxes 2,343 1,366 (361) 3,348
Provision for Income Taxes 862 36 374 (D) 1,272
--------------- --------------- --------------- ---------------
Income from Continuing Operations 1,481 1,330 (735) 2,076
Discontinued Operations :
Loss from Operations (Net of
Applicable Tax Benefit of $301) (452) (452)
Gain from Disposal Less Applic-
able Tax Provision of $29) 43 43
--------------- --------------- --------------- ---------------
Net Income $1,072 $1,330 ($735) $1,667
--------------- --------------- --------------- ---------------
Earnings Per Share :
Income from Continuing Operations $0.29 $0.40
Loss from Discontinued Operations (0.08) (0.08)
--------------- ---------------
Net Income $0.21 $0.32
--------------- ---------------
Number of Shares Used in
Computation of Per Share
Information : 5,186,000 5,186,000
</TABLE>
See notes to pro forma condensed combined financial statements
15
<PAGE> 16
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
June 26,1994
(Unaudited)
(A) Reflects the elimination of Industrial Retaining Ring Company and
Affiliates retained earnings, the inclusion of acquisition costs and
intangibles per the contract, additional long-term debt acquired,
recording the step-up of fixed assets and establishing necessary
reserves, assuming the transaction occurred at the end of the period.
(B) Represents three months of amortization expense on the intangibles and
three-months of depreciation expense on the stepped-up fixed assets,
assuming the acquisition occurred at the beginning of the period.
(C) Represents three months of interest expense on the additional long-term
debt recorded at the beginning of the period.
(D) Represents the addition to the combined income tax provision for the three
months ended June 26, 1994 due to the inclusion of Industrial Retaining
Ring Company and Affiliates.
16
<PAGE> 17
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Twelve Months Ended March 31, 1994
(Unaudited)
(In Thousands of Dollars Except Per Share Amounts)
<TABLE>
<CAPTION>
Industrial
Retaining
Ring and
TransTechnology Affiliates Pro Forma Pro Forma
Historical Historical Adjustments Combined
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Total Revenue $111,724 $8,267 $119,991
Cost of Sales 79,065 2,647 196 (A) 81,908
--------------- --------------- --------------- ---------------
Gross Profit 32,659 5,620 38,083
General Administrative, Selling
and Other Expenses 21,929 968 258 (A) 23,155
Interest Expense 1,370 1,187 (B) 2,557
--------------- --------------- --------------- ---------------
Income From Continuing Operations
Before Income Taxes 9,360 4,652 (1,446) 12,371
Provision for Income Taxes 3,391 447 863 (C) 4,701
--------------- --------------- --------------- ---------------
Income From Continuing Operations 5,969 4,205 (2,309) 7,670
Discontinued Operations :
Income from Operations (Net of
Applicable Tax Benefit of $544) 155 155
Gain from Disposal (Less
Applicable Tax Provision of $306) 760 760
--------------- --------------- --------------- ---------------
Net Income $6,884 $4,205 ($2,309) $8,585
--------------- --------------- --------------- ---------------
Earnings Per Share :
Income From Continuing Operations $1.16 $1.49
Income from Discontinued Operations 0.18 0.18
--------------- ---------------
Net Income per Share $1.34 $1.67
--------------- ---------------
Number of Shares Used in
Computation of Per Share
Information : 5,143,000 5,143,000
</TABLE>
See notes to pro forma condensed combined financial statements
17
<PAGE> 18
NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Twelve Months Ended March 31,1994
(Unaudited)
(A) Represents one year of amortization expense on the intangibles and one
year of depreciation expense on the stepped-up fixed assets, assuming
the acquisition occurred at the beginning of the period.
(B) Represents one year of interest expense on the additional long-term debt
recorded at the beginning of the period.
(C) Represents the addition to the combined income tax provision for the
twelve months ended March 31, 1994, due to the inclusion of Industrial
Retaining Ring Company and Affiliates.
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: November 4, 1994
TRANSTECHNOLOGY CORPORATION
/s/ Valentina Doss
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Valentina Doss
Vice President & Secretary
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