<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):
AUGUST 2, 1993
____________
TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7872 95-4062211
(State or other (Commission File (I.R.C. Employer
jurisdiction of Number) Identification
incorporation) Number)
700 Liberty Avenue 07083
Union, New Jersey (Zip Code)
(Address of principal
executive offices)
(908) 964-5666
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
<CAPTION>
INDEX :
<S> <C> <C>
(A) HISTORICAL FINANCIAL INFORMATION OF THE PALNUT PLANT OF THE TRW FASTENERS DIVISION
Independent Auditors' Report .................................................. 3
Balance Sheets ................................................................ 4
Statements of Operations and TRW's Net Investment ............................. 5
Statements of Cash Flows ...................................................... 6
Notes to Financial Statements ................................................. 7 - 9
Unaudited Interim Period Balance Sheet ........................................ 10
Unaudited Interim Period Statements of Operations and TRW's Net Investment .... 11
Unaudited Interim Period Statements of Cash Flows .............................. 12
Notes to Unaudited Interim Period Financial Statements ........................ 13
(B) PRO-FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction .................................................................. 14
Balance Sheet at June 27, 1993 ................................................ 15
Statement of Operations for the Three Months Ended June 27, 1993 .............. 16
Notes to Pro Forma Condensed Combined Financial Statements
for the Interim Period ended June 27, 1993 ................................. 17
Statement of Operations for the Twelve Months Ended March 31, 1993 ........... 18
Notes to Pro Forma Condensed Combined Statement of Operations
for the Twelve Months Ended March 31, 1993 ................................. 19
</TABLE>
(C) OTHER EXHIBITS
(1) Agreement of Purchase and Sale dated as of June 4, 1993
between the Company and TRW (Incorporated by reference)
(2) Third Amendment to the Revolving Loan and Security Agreement
between TransTechnology and National Bank of Canada
(Incorporated by reference to the Company's Annual Report
on form 10-K for the fiscal year ended March 31, 1993)
2
<PAGE> 3
[LETTERHEAD, DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
TransTechnology Corporation:
We have audited the accompanying balance sheets of The Palnut Plant of the TRW
Fasteners Division, a division of TRW Inc., as of December 31, 1992 and 1991,
and the related statements of operations and TRW's net investment, and of cash
flows for each of the three years in the period ended December 31, 1992. These
financial statements are the responsibility of the management of The Palnut
Plant of the TRW Fasteners Division. 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, such financial statements present fairly, in all material
respects, the financial position of The Palnut Plant of the TRW Fasteners
Division at December 31, 1992 and 1991, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1992 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared from the separate
records maintained by The Palnut Plant of the TRW Fasteners Division and may
not necessarily be indicative of the conditions that would have existed or the
results of operations if The Palnut Plan of the TRW Fasteners Division had been
operated as an unaffiliated company. Portions of certain expenses represent
allocations made from corporate-office items applicable to TRW Inc. as a whole.
/s/ DELOITTE & TOUCHE LLP
- - -------------------------
November 22, 1994
3
<PAGE> 4
THE PALNUT PLANT OF THE TRW FASTENERS DIVISION
BALANCE SHEETS
DECEMBER 31, 1992 AND 1991
- - --------------------------------------------------------------------------------
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS 1992 1991
<S> <C> <C>
CURRENT ASSETS:
Cash $ 4 $ 9
Accounts receivable (net of allowances
of $209 in 1992 and $661 in 1991) 3,248 3,747
Inventories (Note 2) 2,362 1,608
Prepaid expenses and other 60 48
Intercompany receivables -- net (Note 5) 498 648
-------- --------
Total current assets 6,172 6,060
-------- --------
PROPERTY, PLANT AND EQUIPMENT -- At cost:
Land and improvements 157 157
Buildings and equipment 3,571 3,618
Machinery and equipment 12,123 12,114
Production tooling 962 931
Construction in progress 1,001 161
-------- --------
Total property, plant and equipment 17,814 16,981
Less accumulated depreciation (11,640) (10,671)
-------- --------
Property, plant and equipment -- net 6,174 6,310
-------- --------
OTHER 6 5
-------- --------
TOTAL ASSETS $ 12,352 $ 12,375
======== ========
LIABILITIES AND TRW'S NET INVESTMENT
CURRENT LIABILITIES:
Accounts payable -- trade $ 1,624 $ 1,595
Accrued bonus 202 126
Accrued vacation 156 138
Other accrued expenses 334 249
-------- --------
Total current liabilities 2,316 2,108
TRW'S NET INVESTMENT 10,036 10,267
-------- --------
TOTAL LIABILITIES AND TRW'S NET INVESTMENT $ 12,352 $ 12,375
======== ========
</TABLE>
See notes to financial statements.
4
<PAGE> 5
THE PALNUT PLANT OF THE TRW FASTENERS DIVISION
<TABLE>
STATEMENTS OF OPERATIONS AND TRW'S NET INVESTMENT
YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990
- - -------------------------------------------------------------------------------------------
(IN THOUSANDS)
<CAPTION>
1992 1991 1990
<S> <C> <C> <C>
SALES $ 26,128 $ 24,943 $ 25,863
COST OF GOODS SOLD 19,224 18,402 18,342
-------- -------- --------
Gross Profit 6,904 6,541 7,521
GENERAL, ADMINISTRATIVE AND
SELLING EXPENSES (Note 5) 3,626 3,615 3,786
RESEARCH AND DEVELOPMENT EXPENSES 473 486 455
-------- -------- --------
NET INCOME (Note 3) 2,805 2,440 3,280
TRW'S NET INVESTMENT, BEGINNING OF YEAR 10,267 9,757 10,198
NET INTERCOMPANY TRANSACTIONS (3,036) (1,930) (3,721)
-------- -------- --------
TRW'S NET INVESTMENT, END OF YEAR $ 10,036 $ 10,267 $ 9,757
======== ======== ========
</TABLE>
See notes to financial statements
5
<PAGE> 6
<TABLE>
THE PALNUT PLANT OF THE TRW FASTENERS DIVISION
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990
- - ----------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
<CAPTION>
1992 1991 1990
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITY:
Net Income $ 2,805 $ 2,440 $ 3,280
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,017 975 881
Loss on sale of machinery and equipment 9 - 30
Changes in current assets and current liabilities:
Accounts receivable 499 (1,221) 1,128
Inventories (754) 104 607
Prepaid expenses and others (12) 26 (36)
Intercompany receivable 150 420 (1,239)
Other assets (1) (5) 3
Accounts payable - trade 29 118 70
Accrued expenses 179 1 122
------- ------- -------
Net cash provided by operating activities 3,921 2,858 4,846
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (890) (956) (1,193)
------- ------- -------
Net cash used in investing activities (890) (956) (1,193)
------- ------- -------
CASH FLOWS USED IN FINANCING ACTIVITIES - Net
intercompany transactions (3,036) (1,930) (3,721)
NET DECREASE IN CASH (5) (28) (68)
CASH, BEGINNING OF YEAR 9 37 105
------- ------- -------
CASH, END OF YEAR $ 4 $ 9 $ 37
======= ======= =======
</TABLE>
See notes to financial statements.
6
<PAGE> 7
THE PALNUT PLANT OF THE TRW FASTENERS DIVISION
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990
- - --------------------------------------------------------------------------------
(IN THOUSANDS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying financial statements present
the financial position, results of operations and cash flows of The
Palnut Plant of the TRW Fasteners Division ("Palnut"), a division of
TRW, Inc. ("TRW"). Palnut is a manufacturer of specialty metal
fasteners and is a supplier to the automotive and general industrial
sectors. The financial statements have been prepared from the separate
records of the division maintained by Palnut and TRW and may not
necessarily be indicative of the conditions that would have existed or
the results of operations if Palnut had been operated as an
unaffiliated company. Portions of certain expenses represent
allocations made from corporate-office items applicable to TRW as a
whole. Additionally, net investment activity consists of the net result
of Palnut's financing and operating activities with TRW.
TRW's Net Investment - The net investment as shown in the accompanying
financial statements represents income retained by Palnut since the
acquisition by TRW in 1968 and the intercompany account with TRW,
which consists of transactions with TRW and its subsidiaries.
Inventories - Inventories are valued at the lower of cost or market.
Cost is determined using the last-in, first-out (LIFO) method. Cost
includes material, labor and manufacturing overhead costs.
Property, Plant and Equipment - Property, plant and equipment is
recorded at cost. Provisions for depreciation are made on a straight
line basis over the estimated useful lives of depreciable assets
ranging from 10 to 35 years.
Revenues - Revenues are recorded when goods are shipped.
2. INVENTORIES
Inventories are summarized as follows at December 31:
<TABLE>
<CAPTION>
1992 1991
<S> <C> <C>
Raw materials $ 492 $ 386
Work in progress 1,626 1,085
Finished goods 1,953 1,689
------- -------
Total inventories valued at current cost 4,071 3,160
Reduction to LIFO valuation (1,709) (1,552)
------- -------
$ 2,362 $ 1,608
======= =======
</TABLE>
7
<PAGE> 8
Liquidation of LIFO inventory layers caused by certain inventory
reductions increased net income for 1991 and 1990 by $85 and $577,
respectively.
3. INCOME TAXES
Palnut is included in the consolidated federal income tax return of
TRW. TRW's interdivisional tax allocation policy is not to allocate
federal income taxes to its divisions or subsidiaries. As such, current
and deferred federal income taxes and the related balance sheet effects
have not been presented in the accompanying financial statements. This
policy also applies to state and local income taxes, therefore, no such
amounts have been presented in the accompanying financial statements.
However, management estimates that income tax expense would have been
$1,066, $927 and $1,246 for the years ended December 31, 1992, 1991 and
1990, respectively, had such taxes been calculated on a stand-alone
basis.
In February 1992, the Financial Accounting Standards Board (FASB)
issued a new standard, Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes," which requires the use
of the asset and liability approach for financial accounting and
reporting for income taxes. Since it is TRW's policy not to allocate
income taxes to its divisions or subsidiaries, the adoption of SFAS
No. 109 will have no effect on these financial statements.
4. EMPLOYEE BENEFIT PLANS
Palnut participates in a defined contribution plan provided by TRW
which qualifies under Section 401(k) of the Internal Revenue Code.
Contributions related to the 401(k) plan were $188, $193 and $222 in
1992, 1991 and 1990, respectively.
Palnut also participates in defined benefit pension plans for both
salaried and hourly employees sponsored by TRW. The plans are open to
all employees and vest following five years of service. Contributions
of $27 were made in 1990. No contributions were made to the plans
during 1992 and 1991.
5. RELATED PARTY TRANSACTIONS
During the years ended December 31, 1992, 1991 and 1990, Palnut was a
party to certain transactions with TRW and its affiliates. These
transactions included divisional allocations for shared services,
corporate transfers, and sales to various affiliates of TRW.
Divisional allocations for services provided amounted to $1,155, $1,677
and $1,268 for the years ended December 31, 1992, 1991 and 1990,
respectively. Such services included sales and marketing, finance,
human resources and computer services and are included in the general,
administrative, and selling expenses in the accompanying statements of
operations and TRW's net investment. In addition, $50 in manufacturing
management allocations are included in cost of goods sold for the year
ended December 31, 1992. Allocations for sales and marketing expenses
are based on auto sales, allocations for finance and human resources are
fixed amounts and allocations for computer services are based on usage.
Management believes these are reasonable allocations of such expenses.
Palnut also shares an accounts receivable department with other
affiliates within TRW Fasteners Division. Cash transfers relating to
accounts receivable are made through an interdivision account.
Collections are directly transferred from lock box receipts to TRW
through this account.
The intercompany receivables related to the divisional allocations and
accounts receivable transfers were $374 and $842 at December 31, 1992
and 1991, respectively.
8
<PAGE> 9
Accounts payable, employee benefit costs and payroll taxes withheld are
settled through the interdivision account maintained with TRW corporate
office. The balance in this account is transferred every month to TRW
Division Investment control account. At December 31, 1992 and 1991,
Palnut owed TRW Corporate $204 and $393, respectively.
Intercompany sales for the years ended December 31, 1992, 1991 and 1990
were $669, $495 and $690, respectively. The intercompany receivables
related to these sales were $328 and $199 at December 31, 1992 and 1991,
respectively.
Palnut also received transfers of equipment from various TRW divisions
which were recorded at the net book value at the time of transfer.
Capital expenditures for the years ended December 31, 1992 and 1990
include $14 and $28, respectively, of equipment transfers at net book
value.
6. SUBSEQUENT EVENTS
On August 2, 1993, TRW entered into an agreement with TransTechnology
Corporation to sell substantially all of the assets and business of
Palnut. The accompanying financial statements do not reflect any
adjustments as a result of such a sale to TransTechnology Corporation.
* * * * * *
9
<PAGE> 10
THE PALNUT PLANT OF THE TRW FASTENERS DIVISION
INTERIM PERIOD BALANCE SHEET
July 2,1993
(Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current Assets:
Cash $ 16
Accounts Receivable (Net of Allowance for Doubtful Accounts of $30) 5,385
Inventories 2,668
Prepaid Expenses and Other 57
-------
Total Current Assets 8,126
-------
Property Plant and Equipment - at Cost:
Land and Improvements 157
Building 4,247
Machinery & Equipment 12,295
Production Tooling 962
Construction in Progress 618
-------
Total Property, Plant and Equipment 18,279
Less: Accumulated Depreciation (12,061)
-------
Property, Plant and Equipment - Net 6,218
-------
Other 12
-------
Total Assets $14,356
=======
LIABILITIES AND TRW'S NET INVESTMENT
Current Liabilities:
Accounts Payable - Trade $ 1,763
Accrued Bonus 48
Accrued Vacation 236
Other Accrued Expenses 503
Intercompany Payables - Net 216
-------
Total Current Liabilities 2,766
-------
TRW's Net Investment 11,590
-------
Total Liabilities and TRW's Net Investment $14,356
=======
</TABLE>
See Notes to Interim Financial Statements
10
<PAGE> 11
THE PALNUT PLANT OF THE TRW FASTENERS DIVISION
INTERIM PERIOD STATEMENT OF OPERATIONS AND TRW'S NET INVESTMENT
For the Six Months Ended July 2, 1993 and June 26, 1992
(Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Six Months Ended
July 2, 1993 June 26, 1992
<S> <C> <C>
Sales $15,010 $13,539
Cost of Goods Sold 10,629 9,933
------- -------
Gross Profit 4,381 3,606
General Administrative, Selling
and Other Expenses 2,070 1,563
Research and Development Expenses 285 250
------- -------
Net Income 2,026 1,793
TRW's Net Investment, Beginning of Period 10,036 10,267
Net Investment Activity (472) (1,796)
------- -------
TRW's Net Investment, End of Period $11,590 $10,264
======= =======
</TABLE>
See Notes to Interim Financial Statements
11
<PAGE> 12
THE PALNUT PLANT OF THE TRW FASTENERS DIVISION
INTERIM PERIOD STATEMENT OF CASH FLOWS
Six month periods ended July 2, 1993 and June 26, 1992
(Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Six Months Ended
July 2, 1993 June 26, 1992
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 2,026 $1,793
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation 420 525
Provision for Losses on Accounts Receivable 121 117
Changes in Current Assets and Current Liabilities:
Accounts Receivable (2,258) (853)
Inventories (306) (709)
Prepaid Expenses and Other 3 (9)
Other Assets (6) -
Accounts Payable - Trade 139 (18)
Accrued Compensation (74) 82
Other Current Liabilities 169 732
Intercompany Payables 714 224
------- ------
Net Cash Provided by Operating Activities 948 1,884
------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures (464) (85)
------- ------
Net Cash Used in Investing Activities (464) (85)
------- ------
CASH FLOWS FROM FINANCING ACTIVITIES - NET:
Intercompany Transactions (472) (1,796)
------- ------
NET INCREASE IN CASH 12 3
CASH, BEGINNING OF PERIOD 4 9
------- ------
CASH, END OF PERIOD $ 16 $ 12
======= ======
</TABLE>
See Notes to Interim Financial Statements
12
<PAGE> 13
THE PALNUT PLANT OF THE TRW FASTENERS DIVISION
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Interim Financial Information
The financial information included herein as of July 2, 1993 and for
for the six months ended July 2, 1993 and June 26, 1992 is unaudited
and, in the opinion of management, reflects all adjustments necessary
for a fair presentation of the Company's financial position as of
that date and the results of operations for those periods.
Note 2 - Inventories
Inventories are summarized as follows for July 2, 1993:
<TABLE>
<S> <C>
Raw Materials $ 718
Work in Progress 1,118
Finished Goods 2,541
------
Total Inventories Valued at Current Cost 4,377
Reduction to LIFO Valuation (1,709)
------
$2,668
======
</TABLE>
13
<PAGE> 14
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
INTRODUCTION
(Unaudited)
The following unaudited Pro Forma Combined Condensed Balance Sheet at June 27,
1993, and the unaudited Pro Forma Combined Condensed Statement of Operations
for the three-month period ended June 27, 1993 and the twelve month period
ended March 31, 1993, are of TransTechnology Corporation and it's subsidiaries
and the Palnut fastener operation, formerly a division of TRW Inc., and
purchased by TransTechnology Corporation on August 2, 1993. The pro forma
adjustments to the Balance Sheet assumes that the acquisition was consumated at
the end of the period being presented. The pro forma adjustments to the
Statements of Operations assumes that the acquisition was consumated at the
beginning of the period being presented. Palnut's financial data has been
adjusted from TRW Inc.'s calendar year-end reporting basis to TransTechnology
Corporation's March 31, year-end basis of reporting.
14
<PAGE> 15
PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 27, 1993
(Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Transtechnology Palnut Pro Forma Pro Forma
Historical Historical Adjustments Combined
<S> <C> <C> <C> <C>
Current Assets:
Cash $ 237 $ 16 $ 253
Due from (to) Parent (216) $ 216 (B)
Accounts Receivable 18,236 5,385 23,621
Income Tax Receivable 50 50
Inventories 34,493 2,668 1,552 (C) 38,713
Prepaid and Other Current Assets 3,900 57 3,957
Deferred Income Taxes 2,101 2,101
Net Assets of Discontinued Businesses 3,393 3,393
------- ------- ------- --------
Total Current Assets 62,410 7,910 1,768 72,088
------- ------- ------- --------
Property - at Cost:
Land 2,781 157 885 (A) 3,823
Buildings 10,043 4,247 655 (A) 14,945
Machinery & Equipment 24,741 12,295 3,752 (A) 40,788
Furniture & Fixtures 3,508 962 4,470
Leasehold Improvements 710 618 1,328
------- ------- ------- --------
Total 41,783 18,279 5,292 65,354
Less: accumulated depreciation 21,043 12,061 33,104
------- ------- ------- --------
Property - Net 20,740 6,218 5,292 32,250
------- ------- ------- --------
Other Assets:
Notes Receivable 5,733 5,733
Costs in Excess of Net Assets of
Acquired Businesses 2,666 2,666
Other 6,035 12 2,850 (A) 8,897
------- ------- ------- --------
Total Other Assets 14,434 12 2,850 17,296
------- ------- ------- --------
Total Assets $97,584 $14,140 $ 9,910 $121,634
======= ======= ======= ========
Current Liabilities:
Current Portion of Long-Term Debt $ 38 $ 38
Accounts Payable 5,046 $ 1,763 6,809
Accrued Compensation 2,479 284 2,763
Accrued Income Taxes 2,552 2,552
Other Current Liabilities 6,344 503 6,847
------- ------- ------- --------
Total Current Liabilities 16,459 2,550 19,009
------- ------- ------- --------
Long-term Debt Payable to Banks and Others 13,680 20,000 (A) 33,680
------- ------- ------- --------
Other Long-Term Liabilities 5,048 1,500 (A) 6,548
------- ------- ------- --------
Stockholder's Equity:
Common Stock-authorized, 14,700,000
shares of $.01 par value; issued,
5,122,004 shares at June 27, 1993 51 51
Additional Paid-in Capital 44,619 44,619
Retained Earnings 17,727 11,590 (12,926) (A) 17,727
(216) (B)
1,552 (C)
------- ------- ------- --------
Total Stockholders' Equity 62,397 11,590 (11,590) 62,397
------- ------- ------- --------
Total Liabilities and Stockholder's Equity $97,584 $14,140 $ 9,910 $121,634
======= ======= ======= ========
</TABLE>
See notes to pro forma condensed combined financial statements
15
<PAGE> 16
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For The Three Months Ended June 27, 1993
(Unaudited)
(In Thousands of Dollars Except Per Share Amounts)
<TABLE>
<CAPTION>
Transtechnology Palnut Pro Forma Pro Forma
Historical Historical Adjustments Combined
<S> <C> <C> <C> <C>
Total Revenue $24,756 $7,237 $31,993
Cost of sales 17,312 4,982 164 (D) 22,458
------- ------ ----- -------
Gross Profit 7,444 2,255 (164) 9,535
General Administrative, Selling
and Other Expenses 4,836 1,404 6,240
Interest expense 186 0 285 (E) 471
------- ------ ----- -------
Income Before Income Taxes 2,422 851 (449) 2,824
Provision for income taxes 908 0 151 (F) 1,059
------- ------ ----- -------
Net Income $ 1,514 $ 851 ($600) $ 1,765
======= ====== ===== =======
Earnings Per Share:
Net Income per Share $ 0.30 $ 0.34
======= =======
Number of Shares Used in
Computation of Per Share
Information: 5,122,000 5,122,000
</TABLE>
See notes to pro forma condensed combined financial statements
16
<PAGE> 17
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
For the Three Month Period Ended June 27, 1993
(Unaudited)
(A) Reflects the elimination of Palnuts' retained earnings, the inclusion
of acquisition costs and intangibles per the contract, additional
long-term debt acquired, record the step-up of fixed assets and
establish necessary reserves, assuming the transaction occurred at
the end of the period.
(B) Reflects the elimination of the due from parent account (intercompany
receivable with TRW).
(C) Reflects the adjustment necessary to convert the ending Palnut
inventory balance from the Last-in, First-out method of valuation to
the First-in, First-out method.
(D) 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.
(E) Represents three months of interest expense on the additional long-term
debt recorded at the beginning of the period.
(F) Represents the addition to the combined income tax provision for the
three-months ended June 27, 1993, due to the inclusion of Palnut.
17
<PAGE> 18
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For The Twelve Months Ended March 31, 1993
(Unaudited)
(In Thousands of Dollars Except Per Share Amounts)
<TABLE>
<CAPTION>
Transtechnology Palnut Pro Forma Pro Forma
Historical Historical Adjustments Combined
<S> <C> <C> <C> <C>
Total Revenue $103,123 $27,404 $130,527
Cost of sales 72,093 19,877 $ 657 (A) 92,627
-------- ------- ------- --------
Gross Profit 31,030 7,527 (657) 37,900
General Administrative, Selling
and Other Expenses 19,076 4,172 23,248
Environmental charge 4,167 0 4,167
Corporate office relocation 468 0 468
Interest expense 787 0 1,000 (B) 1,787
-------- ------- ------- --------
Income Before Income Taxes 6,532 3,355 (1,657) 8,230
Provision for income taxes 1,328 0 592 (C) 1,920
-------- ------- ------- --------
Net Income 5,204 3,355 (2,249) 6,310
Loss from discontinued operations (less
applicable tax benefit of $1,337,000) (71) 0 0 (71)
-------- ------- ------- --------
Net Income $ 5,133 $ 3,355 ($2,249) $ 6,239
======== ======= ======= ========
Earnings Per Share:
Income From Continuing Operations $ 1.02 $ 1.24
Loss from Discontinued Operations (0.01) (0.01)
-------- --------
Net Income per Share $ 1.01 $ 1.22
======== ========
Number of Shares Used in
Computation of Per Share
Information: 5,095,000 5,095,000
</TABLE>
See notes to pro forma condensed combined financial statements
18
<PAGE> 19
NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Fiscal Year Ended March 31, 1993
(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, 1993, due to the inclusion of Palnut.
19
<PAGE> 20
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: December 14, 1994
TRANSTECHNOLOGY CORPORATION
By: /s/ Valentina Doss
-----------------------------
Valentina Doss
Vice President and Secretary
