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Previous: TRANSAMERICA FINANCE CORP, 424B2, 1995-12-04 |
Next: UJB FINANCIAL CORP /NJ/, S-4/A, 1995-12-04 |
<PAGE> 1
[LETTERHEAD OF TRANSTECHNOLOGY CORPORATION]
November 30, 1995
BY ELECTRONIC FILING
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20529
RE: TRANSTECHNOLOGY CORPORATION
COMMISSION FILE NO. 1-7872
FORM 8K
Ladies and Gentlemen:
Filed herewith, in electronic format, pursuant to Section 15(d) under
the Securities Exchange Act of 1934, is Form 8K of TransTechnology Corporation.
Very truly yours,
/s/ Chandler J. Moisen
-------------------------
Chandler J. Moisen
Senior Vice President,
Chief Operating Officer &
Treasurer
c: U.S. Securities & Exchange Commission
Operations Center
Stop 07
6432 General Green Way
Alexandria, VA 22312
Michael J. Berthelot
GH:1000
<PAGE> 2
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):
JUNE 30, 1995
-------------
TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7872 95-4062211
(State or other (Commission File (I.R.S. 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> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On its Form 8-K filed July 14, 1995 and Form 8-K/A filed September 11, 1995,
TransTechnology Corporation advised the Commission that it would file audited
financial statements relating to the acquisition. Attached hereto are the
required financial statements.
INDEX :
(a) HISTORICAL FINANCIAL INFORMATION OF THE SEEGER FASTENER GROUP OF COMPANIES
<TABLE>
<S> <C>
Independent Auditors' Report ............................................. 2
Combined Balance Sheets .................................................. 3
Combined Statements of Operations ........................................ 4
Combined Statements of Stockholder's Equity .............................. 5
Combined Statements of Cash Flows ........................................ 6
Notes to Financial Statements ............................................ 7 - 12
Schedule II - Valuation and Qualifying Accounts .......................... 13
Unaudited Interim Period Combined Balance Sheet .......................... 14
Unaudited Interim Period Combined Statements of Operations ............... 15
Unaudited Interim Period Combined Statements of Stockholders' Equity ..... 16
Unaudited Interim Period Combined Statements of Cash Flows ............... 17
Notes to Unaudited Interim Period Financial Statements ................... 18
(b) PRO-FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction ............................................................. 19
Statement of Operations for the Three Months Ended July 2, 1995 .......... 20
Notes to Pro Forma Condensed Combined Financial Statements for the
Interim Period ended July 2,1995 ....................................... 21
Statement of Operations for the Twelve Months Ended March 31, 1995 ....... 22
Notes to Pro Forma Condensed Combined Statement of Operations for the
Twelve Months Ended March 31, 1995 ..................................... 23
SIGNATURES ............................................................... 24
</TABLE>
(1)
<PAGE> 4
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of
The Seeger Group:
We have audited the accompanying combined balance sheets of The Seeger Group (as
defined in Note 1) as of December 31, 1994 and 1993, and the related combined
statements of operations, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of The Seeger Group'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 financial statements referred to above present fairly, in
all material respects, the financial position of The Seeger Group as of December
31, 1994 and 1993 and the results of their operations and their cash flows for
the years then ended, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule appearing on S-1 is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not a required part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ Arthur Andersen LLP
Roseland, New Jersey
November 8, 1995
(2)
<PAGE> 5
THE SEEGER GROUP
COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1993
(in thousands)
<TABLE>
<CAPTION>
1994 1993
---- ----
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,334 $ 2,658
Accounts receivable, less allowance for
doubtful accounts of $292 and $203 7,044 4,704
Receivable from affiliates (Note 7) 1,372 877
Inventories (Notes 2 and 3) 15,278 15,216
Prepaid expenses and other current assets 151 218
Deferred income taxes (Note 6) 383 303
------- -------
Total current assets 25,562 23,976
PROPERTY, PLANT AND EQUIPMENT, net of accumulated
depreciation and amortization (Notes 2 and 4) 9,569 9,441
DEFERRED INCOME TAXES (Note 6) 0 126
OTHER ASSETS 49 99
------- -------
Total assets $35,180 $33,642
======= =======
</TABLE>
<TABLE>
<CAPTION>
1994 1993
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Short-term debt (Note 5) $ 0 $ 4,000
Accounts payable 3,503 1,474
Accrued liabilities 5,336 3,203
Income taxes payable 240 96
Loans payable to affiliates (Notes 2 and 7) 1,493 12,155
Payable to affiliates (Note 7) 2,873 4,022
------- -------
Total current liabilities 13,445 24,950
------- -------
LOAN PAYABLE TO AFFILIATE (Note 7) 2,348 0
------- -------
DEFERRED INCOME TAXES (Note 6) 293 0
------- -------
LONG-TERM PENSION LIABILITY (Note 10) 6,682 6,698
------- -------
COMMITMENTS (Notes 8 and 10)
STOCKHOLDERS' EQUITY (Notes 1 and 2):
Common Stock 9,631 9,630
Contributed capital 7,650 0
Accumulated deficit (3,783) (6,642)
Cumulative translation adjustment (1,086) (994)
------- -------
Total stockholders' equity 12,412 1,994
------- -------
Total liabilities and stockholders' equity $35,180 $33,642
======= =======
</TABLE>
The accompanying notes to combined financial statements
are an integral part of these balance sheets.
(3)
<PAGE> 6
THE SEEGER GROUP
COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
(in thousands)
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
NET SALES (Notes 7 and 9) $59,062 $48,911
COSTS OF PRODUCTS SOLD 44,165 37,599
------- -------
Gross profit 14,897 11,312
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
(Notes 7 and 11) 10,438 11,194
------- -------
Operating income 4,459 118
AFFILIATE INTEREST EXPENSE, net of interest income of $17 and
$70 in 1994 and 1993, respectively (Note 7) (736) (1,324)
INTEREST EXPENSE (165) (433)
INTEREST INCOME 274 138
OTHER INCOME (EXPENSE), net (Note 11) (68) 108
------- -------
Income (loss) before income taxes 3,764 (1,393)
PROVISION FOR INCOME TAXES (Note 6) 905 586
------- -------
Net income (loss) $ 2,859 $(1,979)
======= =======
</TABLE>
The accompanying notes to combined financial
statements are an integral part of these statements.
(4)
<PAGE> 7
THE SEEGER GROUP
COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
(in thousands)
<TABLE>
<CAPTION>
Cumulative
Common Contributed Translation Accumulated
Stock Capital Adjustment Deficit
------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
DECEMBER 31, 1992 $9,630 $ 0 $(1,088) $(4,663)
Net loss 0 0 0 (1,979)
Translation adjustment 0 0 94 0
------ ------ ------- -------
DECEMBER 31, 1993 9,630 0 (994) (6,642)
Net income 0 0 0 2,859
Translation adjustment 0 0 (92) 0
Effect of including affiliate
in combined financial
statements (Note 2) 1 7,650 0 0
------ ------ ------- -------
DECEMBER 31, 1994 $9,631 $7,650 $(1,086) $(3,783)
====== ====== ======= =======
</TABLE>
The accompanying notes to combined financial
statements are an integral part of these statements.
(5)
<PAGE> 8
THE SEEGER GROUP
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
(in thousands)
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
CASH FLOWS FORM OPERATING ACTIVITIES:
Net income (loss) $ 2,859 $(1,979)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities-
Depreciation and amortization 2,090 2,389
Impact of foreign operations (757) 935
Deferred income taxes 339 265
(Increase) decrease in-
Accounts receivable (2,340) 198
Receivable/payable to affiliates (1,644) 6,176
Inventories (62) 1,630
Prepaid expenses and other current assets 67 (399)
Other assets 50 4
Increase (decrease) in-
Accounts payable 2,029 326
Accrued liabilities 2,133 (1,399)
Income taxes payable 144 863
Long-term pension liability (16) 165
------- -------
Net cash provided by operating activities 4,892 9,174
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES - Increase in
property, plant and equipment (1,553) (718)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments of loans payable to affiliates (8,314) (7,488)
Repayment of short-term debt (4,000) (1,010)
Effect of including affiliate in combined financial statements (Note 2) 7,651 0
------- -------
Net cash used in financing activities (4,663) (8,498)
------- -------
Decrease in cash and cash equivalents (1,324) (42)
CASH AND CASH EQUIVALENTS, beginning of year 2,658 2,700
------- -------
CASH AND CASH EQUIVALENTS, end of year $ 1,334 $ 2,658
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (refunded) during the year for-
Interest $ 219 $ 470
Taxes 334 (182)
======= =======
</TABLE>
The accompanying notes to combined financial
statements are an integral part of these statements.
(6)
<PAGE> 9
THE SEEGER GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
(in thousands, except number of shares and par value amounts)
(1) BUSINESS:
The Seeger Group (the Group) is principally engaged in the manufacture
and sale of fasteners and spring pins primarily to trade distributors
and the automotive industry. The combined Group consists of Seeger,
Inc., Seeger-Orbis GmbH, Anderton International Limited and Seeger-Reno
Industria e Commercia Ltda. As of December 31, 1994, each of these
entities were directly or indirectly under the common control and
ownership of SKF International, Ltd. (SKF).
On June 29, 1995, pursuant to an Asset Purchase Agreement, Seeger, Inc.
sold substantially all of its assets and liabilities to a subsidiary of
TransTechnology Corporation. On the same day, another subsidiary of
TransTechnology Corporation, pursuant to a Share Purchase Agreement,
acquired all of the outstanding shares of stock of the remaining Group
companies (Seeger-Orbis GmbH, Anderton International Limited and
Seeger-Reno Industria e Commercia Ltda.).
(2) SUMMARY OF ACCOUNTING PRINCIPLES:
Principles of Combination-
The accompanying combined financial statements, which have been
prepared as a result of the acquisition transactions discussed above,
include the accounts of the Group. As of December 31, 1994,
Seeger-Orbis GmbH owned all of the outstanding common stock of Anderton
International Limited and Seeger-Reno Industria e Commercia Ltda.
Through September 1994, Seeger-Orbis GmbH owned all of the outstanding
common stock of Seeger, Inc. In September 1994, SKF effected a
restructuring of the Seeger Group ownership whereby, Seeger-Orbis GmbH
sold all of their shares of Seeger, Inc. at its book value of $7,651 to
an SKF affiliate. As a result of this transaction, the amount of
affiliate loans payable by Seeger-Orbis GmbH to SKF were reduced. In
the accompanying 1993 financial statements, the equity of Seeger, Inc.,
along with Anderton International Limited and Seeger-Reno Industria e
Commercia Ltda., is eliminated in the combined financial statements of
the Seeger Group as each of these entities was wholly-owned by
Seeger-Orbis GmbH. In the accompanying 1994 financial statements, the
assets and liabilities of Seeger, Inc. are included in the combined
financial statements at their historical carrying amounts as this
business was combined to present the financial statements of the
businesses acquired pursuant to the transactions discussed above. All
intergroup balances and transactions are eliminated in combination.
(7)
<PAGE> 10
-2-
Common Stock-
The outstanding common stock of the Group at December 31, 1994 and 1993
is as follows-
<TABLE>
<CAPTION>
Number Common
of Shares Par Value Stock
--------- --------- -----
<S> <C> <C> <C>
1994-
Seeger - Orbis GmbH 2 $0 $9,630
Seeger, Inc. 1,000 1 1
===== == ------
$9,631
======
1993-
Seeger Orbis GmbH 2 $0 $9,630
===== == ======
</TABLE>
Cash and Cash Equivalents-
The Group considers all highly liquid investments with an initial maturity of
three months or less to be cash equivalents.
Inventories-
Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out (FIFO) method. Cost includes material, labor
and manufacturing overhead costs.
Property, Plant and Equipment-
Buildings, furniture and fixtures and machinery and equipment are depreciated
on the straight-line method over their estimated useful lives ranging from 4
to 33 years. Leasehold improvements are amortized on a straight-line basis
over the life of the lease.
Foreign Currency Translation-
The assets and liabilities of the foreign group members, other than the
foreign group member located in a highly inflationary country, have been
translated into U.S. dollars at year-end exchange rates, with resulting
translation gains and losses accumulated as a separate component of
stockholders' equity. Income and expense items are converted into U.S.
dollars at average rates of exchange prevailing during the year. Translation
adjustments of the Group member located in a country with a highly
inflationary economy, are included as a component of operating income.
Income Taxes-
Effective January 1, 1993, the Group adopted Statement of Financial
Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes." SFAS No.
109 requires a change from the deferred method of accounting for income taxes
to the asset and liability method of accounting for income taxes. The
adoption of SFAS No. 109 had no material effect on the combined financial
statements.
(8)
<PAGE> 11
-3-
(3) INVENTORIES:
Inventories at December 31 consisted of the following-
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
Finished goods $ 8,908 $10,616
Work in process 2,533 1,925
Raw materials 3,523 2,331
Supplies 314 344
------- -------
Total $15,278 $15,216
======= =======
</TABLE>
(4) PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment at December 31, consists of the following-
<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
Land and buildings $ 11,314 $ 10,066
Machinery and equipment 31,123 28,886
Furniture and fixtures 8,801 7,884
Leasehold improvements 122 17
Construction in progress 1,054 728
-------- --------
52,414 47,581
Less-Accumulated depreciation (42,845) (38,140)
-------- --------
$ 9,569 $ 9,441
======== ========
</TABLE>
(5) SHORT-TERM DEBT:
The Group entered into a promissory note with a bank in January, 1993
for $4,000, which was payable on June 30, 1994, and bore interest at the
bank's commercial loan rate for short-term borrowings less 1/4%. The
note was repaid in full in 1994 via a $1,000 cash payment and a $3,000
short-term loan from a related party (see Note 7).
(6) INCOME TAXES:
The provision for income taxes is summarized below-
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Foreign-
Current $1,312 $ 346
Utilization of foreign net operating loss carryforwards (792) 0
------ ------
520 346
Deferred 385 240
------ ------
905 586
------ ------
Federal-
Current 277 117
Utilization of net operating loss carryforwards (277) (117)
------ ------
0 0
------ ------
Total $ 905 $ 586
====== ======
</TABLE>
(9)
<PAGE> 12
-4-
At December 31, 1994, the Group had net operating loss carryforwards
(NOL's) of approximately $12,650 available for U.S. tax purposes and
$1,900 available for foreign operations. A full valuation allowance has
been recorded against these NOL's as they are not expected to be
realized. The components of the net deferred tax asset at December 31,
1994 and 1993 are as follows-
<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
NOL's $ 14,547 $ 16,699
Inventory reserves 1,666 2,145
Other 330 681
-------- --------
16,543 19,525
Valuation allowance (16,453) (19,086)
-------- --------
Net deferred tax asset $ 90 $ 439
======== ========
</TABLE>
(7) RELATED PARTIES:
The Group purchases and sells products to nongroup companies under the
common control and ownership of SKF. Purchases from SKF entities by the
Group for the years ended December 31, 1994 and 1993 were $0 and $1,403,
respectively. Sales to SKF entities by the Group for the years ended
December 31, 1994 and 1993 were $2,304, and $2,737, respectively.
Included in selling, general and administrative expenses for the years
ended December 31, 1994 and 1993 is approximately $305 and $196,
respectively, representing management charges to the Group by an SKF
affiliate and $127 and $132 for 1994 and 1993, respectively, of expenses
incurred under an operating lease with an SKF affiliate. The long-term
loan payable to affiliate represents an unsecured loan to an SKF
affiliate due January 5, 1996 bearing interest at 6.375%. Short-term
loans payable to affiliates are payable on demand and bear interest at
varying rates.
(8) LEASE COMMITMENTS:
Rent expense under all leases was $1,128 and $1,062 for 1994 and 1993,
respectively. Under noncancellable operating leases with terms greater
than one year, the minimum rental, excluding the provision for real
estate taxes is as follows-
<TABLE>
<S> <C>
1995 $1,248
1996 1,177
1997 1,177
1998 1,177
1999 785
======
</TABLE>
(10)
<PAGE> 13
-5-
(9) GEOGRAPHIC INFORMATION:
Results set forth below for foreign operations represents sales and
operating income of foreign based Group members-
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
Net Sales-
Domestic operations $13,418 $13,288
Europe 36,628 28,916
Other foreign operations 9,016 6,707
------- -------
Net sales $59,062 $48,911
======= =======
Operating Income (Loss)-
Domestic operations $ 477 $ 1,096
Europe 3,512 (1,486)
Other foreign operations 470 508
------- -------
Operating income 4,459 118
Interest and other income (expense), net (695) (1,511)
------- -------
Income (loss) before income taxes $ 3,764 $(1,393)
======= =======
Identifiable Assets:
Domestic operations $ 6,683 $ 8,189
Europe 23,586 22,303
Other foreign operations 4,911 3,150
------- -------
Total assets $35,180 $33,642
======= =======
</TABLE>
(10) PENSION PLANS:
The Group maintains several defined benefit retirement plans for certain
non-U.S. employees. Funding policies are based on local statutes. Net
periodic pension cost for the Seeger-Orbis GmbH plan includes the
following components-
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
Service cost $ 67 $ 67
Interest cost 358 369
Net deferral and amortization 100 81
------- -------
Net periodic pension cost $ 525 $ 517
======= =======
</TABLE>
(11)
<PAGE> 14
-6-
The following table sets forth the funded status of the plan-
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
Total accumulated benefit obligation $ 5,871 $ 5,923
======= =======
Projected benefit obligation $ 5,961 $ 6,152
Fair value of plan assets 0 0
------- -------
Projected benefit obligation in excess of plan
assets 5,961 6,152
Unrecognized net gain 721 546
------- -------
Unfunded accrued pension cost $ 6,682 $ 6,698
======= =======
</TABLE>
In determining the projected benefit obligation, the discount rate was
3% and 3.5% in 1994 and 1993, respectively, related to the Seeger-Orbis
GmbH plan.
The Group provides a defined contribution plan covering certain U.S.
employees. The Plan has a deferred compensation (401(k)) feature,
whereby participants may elect to make voluntary contributions to the
Plan with the Group matching 50% of the participants contributions up to
3% of their salary. The Group's total contributions to the plan, charged
to operations in the accompanying combined financial statements,
amounted to approximately $74 and $69 in 1994 and 1993, respectively,
related to the Seeger-Orbis GmbH operations in Germany.
Several unions, whose members are employed by the companies in the
Group, sponsor pension plans for their members. The Group makes
contributions to these plans in accordance with the terms of collective
bargaining agreements. The total pension expense for all union plans was
approximately $40 and $37 in 1994 and 1993, respectively. Under terms of
the Multiemployer Pension Plan Amendments Act of 1980, a contributor to
a multiemployer pension plan may be liable, upon withdrawal from the
plan or certain other circumstances, for its share of the plan's
unfunded vested benefit liability. The information necessary to
determine the Group's share of this contingent liability is not
presently available from the various union plans.
(11) OTHER:
Included in selling, general and administrative expense for the year
ended December 31, 1993, is an expense of $1,748 representing the costs
associated with the closing down of a facility owned by a subsidiary of
Seeger-Orbis GmbH. In 1993, the subsidiary was sold to the SKF parent of
Seeger-Orbis GmbH for approximately $58. Included in other income
(expense), net, for the year ended December 31, 1993 is income of $212,
representing a gain on the sale of certain investments in subsidiaries,
sold to third parties.
(12)
<PAGE> 15
THE SEEGER GROUP
SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
(in thousands)
<TABLE>
<CAPTION>
Balance as of Additions Deductions Balance as
Beginning Charged to from of End of
Description of Year Earnings Reserves Year
----------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Year Ended December 31, 1993:
Allowance for doubtful accounts $ 347 $ 12 $ (156) $ 203
Reserve for inventory market valuations 7,992 465 (604) 7,853
====== ==== ======= ======
Year Ended December 31, 1994:
Allowance for doubtful accounts $ 203 $ 92 $ (3) $ 292
Reserve for inventory market valuations 7,853 201 (1,547) 6,507
====== ==== ======= ======
</TABLE>
S-1
(13)
<PAGE> 16
THE SEEGER GROUP
INTERIM PERIOD BALANCE SHEET
June 30, 1995
(Unaudited)
(In Thousands of Dollars)
<TABLE>
<S> <C>
ASSETS :
Current Assets :
Cash and Cash Equivalents $ 972
Accounts Receivable, less allowance for doubtful accounts of $442 13,533
Receivable from Affiliates 2,759
Inventories 18,935
Prepaid and Other Current Assets 189
-------
Total Current Assets 36,388
-------
Property - at Cost 57,702
Less: Accumulated Depreciation 42,620
-------
Property - Net 15,082
-------
Other Assets 322
-------
Total Assets $51,792
=======
LIABILITIES AND STOCKHOLDERS' EQUITY :
Current Liabilities :
Short-Term Debt $ 141
Accounts Payable 5,085
Accrued Liabilities 7,234
Income Taxes Payable 1,680
Loans Payable to Affiliates 1,506
Payable to Affiliates 51
-------
Total Current Liabilities 15,697
-------
Long-Term Liabilities 9,251
-------
Deferred Income Taxes 1,759
-------
STOCKHOLDERS' EQUITY :
Common Stock 9,631
Additional Paid-in-Capital 14,514
Accumulated deficit 177
Cumulative Translation Adjustment 763
-------
Total Stockholders' Equity 25,085
-------
Total Liabilities and Stockholders' Equity $51,792
=======
</TABLE>
See notes to interim combined financial statements
(14)
<PAGE> 17
THE SEEGER GROUP
INTERIM PERIOD COMBINED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 1995 and June 30, 1994
(Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1995 June 30, 1994
<S> <C> <C>
NET SALES $39,798 $27,625
COSTS OF PRODUCTS SOLD 28,943 21,321
------- -------
GROSS PROFIT 10,855 6,304
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 6,510 4,755
------- -------
OPERATING INCOME 4,345 1,549
AFFILIATE INTEREST EXPENSE (111) (124)
INTEREST EXPENSE (87) (390)
INTEREST INCOME 69 35
OTHER INCOME (EXPENSE) 2,060 (31)
------- -------
INCOME BEFORE INCOME TAXES 6,276 1,039
PROVISION FOR FOREIGN INCOME TAXES 2,316 104
------- -------
NET INCOME $ 3,960 $ 935
======= =======
</TABLE>
(15)
<PAGE> 18
THE SEEGER GROUP
INTERIM PERIOD COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Six Months Ended June 30, 1995
(Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Retained
Cumulative Earnings
Common Contributed Translation (Accumulated
Stock Capital Adjustment Deficit)
<S> <C> <C> <C> <C>
DECEMBER 31, 1994 $9,631 $ 7,650 $(1,086) $(3,783)
Net Income (Unaudited) -- -- -- 3,960
Capital Contribution (Unaudited) -- 6,864 -- --
Translation Adjustment (Unaudited) -- -- 1,849 --
------ ------- ------- -------
JUNE 30, 1995 $9,631 $14,514 $ 763 $ 177
====== ======= ======= =======
</TABLE>
(16)
<PAGE> 19
THE SEEGER GROUP
INTERIM PERIOD COMBINED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1995 and June 30, 1994
(Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1995 June 30, 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES :
Net Income $ 3,960 $ 935
Adjustments to Reconcile Net Income to Net Cash
Used in Operating Activities :
Depreciation and Amortization 1,045 1,195
Impact of Foreign Operations 531 (559)
Gain on sale of fixed assets (2,178) 0
Deferred Income Taxes 1,849 585
(Increase) Decrease in :
Accounts Receivable (6,489) (2,952)
Receivable / Payable to Affiliates (4,209) (3,278)
Inventories (3,657) 1,992
Prepaid and Other Current assets (38) 84
Other Assets (273) 16
Increase (Decrease) in :
Accounts Payable 1,582 216
Income Taxes Payable 1,440 140
Accrued Liabilities 1,898 2,180
Long-Term Liabilities (71) (959)
------- -------
Net Cash Used In Operating Activities (4,610) (405)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES - Increase in
Property, Plant and Equipment (Net) (422) (359)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES :
Net (Repayments) Borrowings of Loans Payable to Affiliates (2,335) 1,836
Borrowings (Repayments) of Short-Term Debt 141 (1,569)
Capital Contribution 6,864 0
------- -------
Net Cash Provided by Financing Activities 4,670 267
------- -------
Decrease in Cash and Cash Equivalents (362) (497)
CASH AND CASH EQUIVALENTS, Beginning of Period 1,334 2,658
------- -------
CASH AND CASH EQUIVALENTS, End of Period $ 972 $ 2,161
======= =======
</TABLE>
See notes to interim combined financial statements
(17)
<PAGE> 20
THE SEEGER GROUP
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
Note - 1 Interim Financial Information
The financial information included herein as of June 30, 1995 and for
the six months ended June 30, 1995 and June 30, 1994 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 June 30, 1995 :
<TABLE>
<S> <C>
Raw Materials $ 3,427
Work in Progress 2,605
Finished Goods 12,672
-------
Total Inventories $18,704
=======
</TABLE>
Note - 3 Other Income (Expense)
Other Income of $2.1 million for the six month period ended June 30,
1995 consisted primarily of a non-cash transaction between the Group
and an affiliate of the parent company for the sale of an unused
parcel of land. This transaction is of a non-recurring nature
Note - 4 Related Parties - Capital Contribution
The group reclassified certain loans payable to affiliates and
payable to affiliates, of approximately $6.9 million to capital
contributed from the parent company during the six months ended June
30, 1995
(18)
<PAGE> 21
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
INTRODUCTION
(Unaudited)
The following unaudited Pro Forma Combined Condensed Statements of Operations
for the three month period ended July 2, 1995, and the twelve month period ended
March 31, 1995, are of TransTechnology Corporation and its subsidiaries and the
Seeger Group. All outstanding shares of the international members of the Seeger
Group, as well as the assets of the domestic member of the Seeger Group, were
purchased by TransTechnology Corporation effective June 30, 1995.
TransTechnology Corporation's fiscal year ends on March 31, and the Seeger
Group'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, 1995 combines the Seeger Group's twelve months of operations
ended December 31, 1994 with TransTechnology Corporation's twelve months of
operations ended March 31, 1995.
The pro forma adjustments to the Statements of Operations assume that the
acquisition was consummated at the beginning of the period being presented.
(19)
<PAGE> 22
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Three Months Ended July 2, 1995
(Unaudited)
(In Thousands of Dollars Except Per Share Amounts)
<TABLE>
<CAPTION>
TransTechnology Seeger Group Pro Forma Pro Forma
Historical Historical Adjustments Combined
--------------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
Total Revenue $26,410 $22,527 ** $48,937
Cost of Sales 17,939 15,002 475(A) 33,416
------- ------- ------ -------
Gross Profit 8,471 7,525 (475) 15,521
General Administrative, Selling
and Other Expenses 4,697 3,366 8,063
Interest Expense 886 57 1,000 (B) 1,886
(57)(C)
------- ------- ------ -------
Income from Continuing Operations
Before Income Taxes 2,888 4,102 (1,418) 5,572
Provision for Income Taxes 1,155 1,601 (539)(D) 2,217
------- ------- ------ -------
Income from Continuing Operations 1,733 2,501 (879) 3,355
Discontinued Operations :
Loss from Operations (Net of
Applicable Tax Benefit of $301) (259) (259)
Gain from Disposal Less Applic-
able Tax Provision of $29) 87 87
------- ------- ------ -------
Net Income $ 1,561 $ 2,501 $ (879) $ 3,183
------- ------- ------ -------
Earnings Per Share :
Income from Continuing Operations $ 0.34 $ 0.66
Loss from Discontinued Operations (0.03) (0.03)
------ -----
Net Income $ 0.31 $ 0.63
------ ------
Number of Shares Used in
Computation of Per Share
Information : 5,082,000 5,082,000
</TABLE>
** - Includes $2.1 million non-recurring income from the sale of unused land to
an affiliate of the former parent company
See notes to pro forma condensed combined financial statements
(20)
<PAGE> 23
NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Three Months Ended July 2,1995
(Unaudited)
(A) 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.
(B) Represents three months of interest expense on the additional long-term
debt recorded at the beginning of the period.
(C) Represents the elimination of Seeger Group's interest expense allocated
from the former parent company and other debt.
(D) Represents the tax effect on the pro forma adjustments using the Company's
statutory tax rate
(21)
<PAGE> 24
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Twelve Months Ended March 31, 1995
(Unaudited)
(In Thousands of Dollars Except Per Share Amounts)
<TABLE>
<CAPTION>
TransTechnology Seeger Group Pro Forma Pro Forma
Historical Historical (E) Adjustments Combined
--------------- ------------- ----------- ----------
<S> <C> <C> <C> <C>
Total Revenue $102,692 $59,062 $161,754
Cost of Sales 71,968 44,165 1,900 (A) 118,033
-------- ------- ------- --------
Gross Profit 30,724 14,897 (1,900) 43,721
General Administrative, Selling
and Other Expenses 17,051 10,232 27,283
Interest Expense 2,831 901 3,600 (B) 6,431
(901) (C)
-------- ------- ------- --------
Income From Continuing Operations
Before Income Taxes 10,842 3,764 (4,599) 10,007
Provision for Income Taxes 3,457 905 (1,748) (D) 2,614
-------- ------- ------- --------
Income From Continuing Operations 7,385 2,859 (2,851) 7,393
Discontinued Operations :
Income from Operations (Net of
Applicable Tax Benefit of $544) (2,602) (2,602)
Gain from Disposal (Less
Applicable Tax Provision of $306) (2,250) (2,250)
-------- ------- ------- --------
Net Income $ 2,533 $ 2,859 $(2,851) $ 2,541
======== ======= ======= --------
Earnings Per Share :
Income From Continuing Operations $ 1.45 $ 1.45
Income from Discontinued Operations (0.95) $(0.95)
------ ------
Net Income per Share $ 0.50 $ 0.50
====== ======
Number of Shares Used in
Computation of Per Share
Information : 5,109,000 5,109,000
</TABLE>
See notes to pro forma condensed combined financial statements
(22)
<PAGE> 25
NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Twelve Months Ended March 31,1995
(Unaudited)
(A) Represents twelve months of amortization expense on the intangibles and
twelve-months of depreciation expense on the stepped-up fixed assets,
assuming the acquisition occurred at the beginning of the period.
(B) Represents twelve months of interest expense on the additional
long-term debt recorded at the beginning of the period.
(C) Represents the elimination of Seeger Group's interest expense allocated
from the former parent company an other debt.
(D) Represents the tax effect on the pro forma adjustments using the
Company's statutory tax rate
(E) Represents results of the Seeger Group for the twelve months ended
December 31, 1994
(23)
<PAGE> 26
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.
Dated: November 30, 1995
TRANSTECHNOLOGY CORPORATION
/s/ Chandler J. Moisen
---------------------------
Chandler J. Moisen
Senior Vice President,
Chief Financial Officer and
Treasurer
GH:1003
(24)
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