<PAGE> 1
FORM 10-Q
---------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] 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 1-7872
---------------------
TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-4062211
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
150 Allen Road 07938
Liberty Corner, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (908) 903-1600
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
As of August 7, 1996, the total number of outstanding
shares of registrant's one class of common stock was
5,128,651
<PAGE> 2
TRANSTECHNOLOGY CORPORATION
INDEX
<TABLE>
<CAPTION>
PART I. Financial Information Page No.
<S> <C> <C>
Item 1. Financial Statements.................................................................... 2
-------
Statements of Consolidated Operations--
Three Month Periods Ended June 30, 1996
and July 2, 1995........................................................................ 3
Consolidated Balance Sheets--
June 30, 1996 and March 31, 1996........................................................ 4
Statements of Consolidated Cash Flow--
Three Months Ended June 30, 1996 and
July 2, 1995............................................................................ 5
Statements of Consolidated Stockholders' Equity--
Three Months Ended June 30, 1996 ....................................................... 6
Notes to Consolidated Financial Statements.............................................. 7 - 9
Item 2. Management's Discussion and Analysis of Results
------- of Operations and Financial Condition................................................. 10 - 14
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K........................................................ 15
-------
SIGNATURES........................................................................................... 15
EXHIBIT 11........................................................................................... 16
EXHIBIT 27........................................................................................... 17
</TABLE>
1
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following unaudited Statements of Consolidated Operations, Consolidated
Balance Sheets and Statements of Consolidated Cash Flow are of TransTechnology
Corporation and its consolidated subsidiaries. These reports reflect all
adjustments of a normal recurring nature, which are, in the opinion of
management, necessary to a fair presentation of the results of operations for
the interim periods reflected therein. The results reflected in the unaudited
Statements of Consolidated Operations for the period ended June 30, 1996 are not
necessarily indicative of the results to be expected for the entire year. The
following unaudited Consolidated Financial Statements should be read in
conjunction with the notes thereto, and Management's Discussion and Analysis set
forth in Item 2 of Part I of this report, as well as the audited financial
statements and related notes thereto contained in the Form 10-K filed for the
fiscal year ended March 31, 1996.
[THIS SPACE INTENTIONALLY LEFT BLANK]
2
<PAGE> 4
STATEMENTS OF CONSOLIDATED OPERATIONS
UNAUDITED
(In Thousands of Dollars Except Share Data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------
6/30/96 7/02/95
---------- ----------
<S> <C> <C>
Total revenue $ 44,926 $ 26,410
Cost of sales 30,939 17,939
---------- ----------
Gross profit 13,987 8,471
---------- ----------
General, administrative
and selling expenses 8,561 4,697
Interest expense 1,810 886
---------- ----------
Total general, administrative,
selling and interest expenses 10,371 5,583
---------- ----------
Income from continuing operations
before income taxes 3,616 2,888
Income taxes 1,519 1,155
---------- ----------
Income from continuing operations 2,097 1,733
Discontinued operations:
Income (loss) from operations (net of applicable
tax provision of $2 thousand for the three months
ended 6/30/96 and a tax benefit of $172 thousand
for the three months ended 7/2/95). 4 (259)
(Loss) gain from disposal (includes a tax benefit
of $189 thousand for the three months ended
6/30/96 and a tax provision of $58 thousand
for the three months ended 7/2/95). (273) 87
---------- ----------
Net income $ 1,828 $ 1,561
========== ==========
Earnings per share: (Note 1)
Income from continuing operations $ 0.41 $ 0.34
Income from discontinued operations (0.05) (0.03)
---------- ----------
Net income $ 0.36 $ 0.31
========== ==========
Number of shares used in computation
of per share information 5,104,000 5,082,000
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE> 5
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars Except Share Data)
<TABLE>
<CAPTION>
UNAUDITED
6/30/96 3/31/96
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,330 $ 2,362
Accounts receivable (net of allowance for doubtful
accounts of $776 thousand at 6/30/96 and $735 thousand at 3/31/96) 26,169 28,368
Notes receivable 1,162 1,258
Inventories 50,842 50,551
Prepaid expenses and other current assets 1,265 1,726
Deferred income taxes 1,033 1,037
Net assets held for sale 7,131 9,980
--------- ---------
Total current assets 88,932 95,282
--------- ---------
Property, Plant & Equipment 80,353 78,326
Less accumulated depreciation and amortization 19,170 17,749
--------- ---------
Property, Plant & Equipment - net 61,183 60,577
--------- ---------
Other assets:
Notes receivable 12,685 12,824
Costs in excess of net assets of acquired businesses (net of accumulated
amortization:
6/30/96, $3,433 thousand; 3/31/96, $3,308 thousand) 19,310 16,411
Other 15,972 14,273
--------- ---------
Total other assets 47,967 43,508
--------- ---------
Total $ 198,082 $ 199,367
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 6,199 $ 6,026
Accounts payable-trade 12,358 14,719
Accrued compensation 4,810 6,473
Accrued income taxes 2,185 1,415
Other current liabilities 9,418 9,301
--------- ---------
Total current liabilities 34,970 37,934
--------- ---------
Long-term debt payable to banks and others 70,623 72,565
--------- ---------
Other long-term liabilities 18,955 16,398
--------- ---------
Stockholders' equity:
Preferred stock-authorized, 300,000 shares; none issued -- --
Common stock-authorized, 14,700,000 shares of $.01 par value;
issued 5,286,684 at 6/30/96, and 5,276,463 at 3/31/96 53 53
Additional paid-in capital 46,357 46,188
Retained earnings 30,963 29,467
Other stockholders' equity (1,684) (1,083)
--------- ---------
75,689 74,625
Less treasury stock, at cost - (177,500 shares at 6/30/96 and 3/31/96) (2,155) (2,155)
--------- ---------
Total stockholders' equity 73,534 72,470
--------- ---------
Total $ 198,082 $ 199,367
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE> 6
STATEMENTS OF CONSOLIDATED CASH FLOW
UNAUDITED
(In Thousands of Dollars)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------
6/30/96 7/02/95
Cash Flows From Operating Activities: ---------- ----------
<S> <C> <C>
Net income $ 1,828 $ 1,561
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 1,920 912
Provision for losses on accounts receivable 52 32
Loss (gain) on sale or disposal of fixed assets and discontinued
businesses 38 (91)
Change in assets and liabilities net of acquisitions and dispositions:
Decrease in accounts receivable 2,146 3,149
Decrease (increase) in inventories 988 (518)
Decrease (increase) in net assets held for sale 865 (1,487)
Increase in other assets (3,909) (1,978)
Decrease in accounts payable (2,361) (3,685)
Decrease in accrued compensation (1,663) (2,250)
Increase in income tax payable 770 928
Increase (decrease) in other liabilities 2,645 (234)
--------- ----------
Net cash (used in) provided by operating activities 3,319 (3,661)
--------- ----------
Cash Flows from Investing Activities:
Business acquisitions (3,344) (43,655)
Capital expenditures (1,307) (787)
Proceeds from sale of fixed assets and discontinued business 1,987 1,000
Decrease (increase) in notes receivable 235 (1,029)
--------- ----------
Net cash used in investing activities (2,429) (44,471)
--------- ----------
Cash Flows from Financing Activities:
Proceeds from long-term borrowings 8,431 73,846
Payments on long-term debt (10,200) (24,800)
Proceeds from issuance of stock under stock option plan 179 164
Stock repurchases and other -- (66)
Dividends paid (332) (331)
--------- ----------
Net cash (used in) provided by financing activities (1,922) 48,813
--------- ----------
Net (decrease) increase in cash and cash equivalents (1,032) 681
Cash and cash equivalents at beginning of year 2,362 1,544
--------- ----------
Cash and cash equivalents at end of year $ 1,330 $ 2,225
========= ==========
Supplemental Information:
Interest payments $ 1,342 $ 900
Income tax payments $ 337 $ 250
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE> 7
STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
UNAUDITED
(In Thousands of Dollars Except Share Data)
<TABLE>
<CAPTION>
COMMON STOCK TREASURY STOCK ADDITIONAL OTHER
FOR THE QUARTER ---------------- ---------------- PAID-IN RETAINED STOCKHOLDERS'
ENDED JUNE 30, 1996 SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS EQUITY TOTAL
------------------- ------ ------ ------ ------ ------- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, March 31, 1996 5,276,463 $ 53 (177,500) $(2,155) $46,188 $ 29,467 $ (1,083) $ 72,470
Net Income -- -- -- -- -- 1,828 -- 1,828
Cash dividends
($.065 per share) -- -- -- -- -- (332) -- (332)
Unrealized investment
holding losses -- -- -- -- -- -- (253) (253)
Issuance of stock under
stock option plan 12,603 -- -- -- 158 -- -- 158
Effects of stock under
incentive bonus plan - net (2,382) -- -- -- 11 -- 10 21
Foreign translation
adjustments -- -- -- -- -- -- (358) (358)
--------- ----- -------- -------- ------- --------- ---------- --------
Balance, June 30, 1996 5,286,684 $ 53 (177,500) $(2,155) $46,357 $ 30,963 $ (1,684) $ 73,534
========= ===== ======== ======== ======= ========= ========== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
6
<PAGE> 8
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands of Dollars)
NOTE 1. Earnings Per Share:
Earnings per share are based on the weighted average number of common
stock and common stock equivalents (stock options) outstanding during
each period. In computing earnings per share, common stock equivalents
were either anti-dilutive because of the market value of the stock or
not material, and, therefore, have been excluded from the calculation.
NOTE 2. Inventories:
Inventories are summarized as follows:
<TABLE>
<CAPTION>
6/30/96 3/31/96
---------------- ----------------
<S> <C> <C>
Finished goods $ 22,375 $ 22,645
Work-in-process 9,561 9,326
Purchased and
manufactured parts 18,906 18,580
---------------- ----------------
Total inventories $ 50,842 $ 50,551
================ ================
</TABLE>
NOTE 3. Discontinued Operations
At June 30, 1996, the Company's only remaining discontinued and unsold
business is its Australian computer graphics service operation, using
the name TransTechnology Australasia.
In the fourth quarter of 1996, the Company recorded an after-tax charge
of $0.4 million to record the anticipated loss on the sale of its
facility formerly used by the chaff products operation. On May 15,
1996, the Company concluded the sale of this facility for $2.1 million
in cash.
Additional after-tax costs of $0.3 million were recorded in the first
quarter of 1997, in connection with other previously discontinued and
sold businesses. These additional costs represent adjustments to
previous estimates related primarily to environmental and legal
matters.
7
<PAGE> 9
Operating results of the discontinued businesses were as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------------
6/30/96 7/02/95
--------------- ---------------
<S> <C> <C>
Total Revenues $ 127 $ 5,304
Income (loss) before income taxes 6 (431)
Income tax (provision) benefit (2) 172
--------------- ---------------
Income (loss) from operations $ 4 $ (259)
=============== ===============
</TABLE>
The loss from operations includes interest expense of $126 thousand for the
three months ended 7/02/95.
Net assets held for sale at June 30, 1996 and March 31, 1996 were as follows:
<TABLE>
<CAPTION>
6/30/96 3/31/96
--------------- ---------------
<S> <C> <C>
Accounts receivable $ 135 $ 143
Inventory 547 529
Property 6,645 8,667
Other assets 334 1,269
Liabilities (530) (628)
--------------- ---------------
Net assets held for sale $ 7,131 $ 9,980
=============== ===============
</TABLE>
8
<PAGE> 10
NOTE 4. Acquisitions
On June 30, 1995 the Company acquired the Seeger Group of companies
from a unit of AB SKF of Goteborg, Sweden for approximately $43 million
in cash plus direct acquisition costs and the assumption of trade debts
and accrued expenses. The Seeger Group, headquartered in Konigstein,
Germany, is the global leader in manufacturing circlips, snap rings and
retaining rings. The Seeger Group operates under the trade names of
"Seeger", "Anderton", and "Waldes" with over 900 employees at its five
manufacturing facilities located in Germany, the UK, Brazil and the
U.S.A.
On June 18, 1996 the Company acquired the Pebra hose clamp business
from Pebra GmbH Paul Braun i.K. for approximately $3 million in cash
plus direct acquisition costs. Pebra, which employs 41 people, is
located in Frittlingen, Germany, and manufactures heavy duty hose
clamps primarily for use in the manufacture of heavy trucks in Europe.
9
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
All references to three-month periods in this Management's Discussion refer to
the three-month period ended June 30, 1996 for fiscal year 1997 and the
three-month period ended July 2, 1995 for fiscal year 1996. Also when referred
to herein, operating profit means net sales less operating expenses, without
deduction for general corporate expenses, interest and income taxes.
Revenue from continuing operations for the three-month period in 1997 was $44.9
million, a $18.5 million or 70% increase from the $26.4 million reported in the
comparable period in 1996. Gross profit was $14 million for the three-month
period in 1997, up $5.5 million or 65% from the comparable period in 1996.
Operating profit from continuing operations for the three-month period in 1997
was $7.6 million, an increase of $2.5 million or 49% from the comparable period
in 1995. Changes in sales, operating profit and new orders from continuing
operations are discussed below by segment.
Net income, including discontinued operations, for the three-month period in
1997 was $1.8 million or $.36 per share, compared to $1.6 million or $.31 per
share for the comparable period of 1996. As further discussed below, the
increased earnings performance in 1997 resulted primarily from the inclusion of
the Seeger Group operations in the three-month 1997 period.
Interest expense increased $0.9 million for the three-month period in 1997, from
$0.9 million in the comparable 1996 period, primarily as a result of increased
bank borrowings used for the acquisition of the Seeger Group on June 30, 1995.
New orders received during the three-month period in 1997 totaled $44.8 million,
an increase of $16.6 million or 59% from 1996's comparable period. At June 30,
1996, total backlog of unfilled orders was $59.2 million compared to $32.6
million at July 2, 1995.
DISCONTINUED OPERATIONS
At June 30, 1996, the Company's only remaining discontinued and unsold business
is its Australian computer graphics service operation, using the name
TransTechnology Australasia.
In the fourth quarter of 1996, the Company recorded an after-tax charge of $0.4
million related to the anticipated loss on the sale of its facility formerly
used by the chaff products operation. On May 15, 1996, the Company concluded the
sale of this facility for $2.1 million in cash.
Additional after-tax costs of $0.3 million were recorded in the first quarter of
1997, in connection with other previously discontinued and sold businesses.
These additional costs represent adjustments to previous estimates related
primarily to environmental and legal matters.
10
<PAGE> 12
ACQUISITIONS
On June 30, 1995 the Company acquired the Seeger Group of companies from a unit
of AB SKF of Goteborg, Sweden for approximately $43 million in cash plus direct
acquisition costs and the assumption of trade debts and accrued expenses. The
Seeger Group, headquartered in Konigstein, Germany, is the global leader in
manufacturing circlips, snap rings and retaining rings. The Seeger Group
operates under the trade names of "Seeger", "Anderton", and "Waldes" with over
900 employees at its five manufacturing facilities located in Germany, the UK,
Brazil and the U.S.A.
On June 18, 1996 the Company acquired the Pebra hose clamp business from Pebra
GmbH Paul Braun i.K. for approximately $3 million in cash plus direct
acquisition costs. Pebra, which employs 41 people, is located in Frittlingen,
Germany, and manufactures heavy duty hose clamps primarily for use in the
manufacture of heavy trucks in Europe.
11
<PAGE> 13
FINANCIAL SUMMARY BY PRODUCT SEGMENT
(In Thousands of Dollars)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NET CHANGE
---------------------- ---------------------
6/30/96 7/02/95 $ %
-------- -------- --------- ----
Sales:
<S> <C> <C> <C> <C>
Speciality fastener products $ 35,499 $ 19,196 $ 16,303 84.9
Rescue hoist and cargo hook products 9,141 7,012 2,129 30.4
-------- -------- ---------
Total $ 44,640 $ 26,208 $ 18,432 70.3
======== ======== =========
Operating profit:
Speciality fastener products $ 5,702 $ 4,497 $ 1,205 26.8
Rescue hoist and cargo hook products 1,923 628 1,295 206.2
-------- -------- ---------
Total $ 7,625 $ 5,125 $ 2,500 48.8
Corporate expense (2,199) (1,351)(a) (848) (62.8)
Interest expense (1,810) (886)(b) (924) (104.3)
-------- -------- ---------
Income from continuing
operations before
income taxes $ 3,616 $ 2,888 $ 728 25.2
======== ======== =========
</TABLE>
a) The corporate expense for the three months ended July 2, 1995 has
been reduced by $211 thousand to reflect an allocation made to
discontinued operations.
b) The interest expense for the three months ended July 2, 1995 has
been reduced by $126 thousand to reflect an allocation made to
discontinued operations.
12
<PAGE> 14
SPECIALTY FASTENER PRODUCTS SEGMENT
Sales for the specialty fastener products segment were $35.5 million for the
three-month period in 1997, an increase of $16.3 million, or 85% from the same
period in 1996. The increase in specialty fastener sales was primarily due to
the inclusion of operations of the Seeger Group of companies for the 1997
three-month period, offset by a decrease in domestic heavy duty truck fastener
demand.
Operating profit for the three-month period in 1997 was $5.7 million, an
increase of $1.2 million or 27% from the comparable period of 1996. The increase
was primarily due to the inclusion of operations of the Seeger Group of
companies for the 1997 three-month period, offset by the decrease in domestic
heavy duty truck fastener sales volume, as mentioned above.
New orders for the three-month period in 1997 increased $16.9 million or 88%
from the comparable period in 1996, primarily due to the inclusion of operations
of the Seeger Group of companies for the 1997 three-month period. Backlog of
unfilled orders at June 30, 1996 was $28.8 million, compared to $8.8 million at
July 2, 1995.
RESCUE HOIST AND CARGO HOOK PRODUCTS SEGMENT
Sales of the rescue hoist and cargo hook products segment were $9.1 million for
the three-month period in 1997, up $2.1 million or 30% from the comparable
period in 1996. The increase was primarily due to the timing of customers
placing new orders.
Operating profit for the three-month period in 1997 was $1.9 million, an
increase of $1.3 million or 206% from the comparable period in 1996. The primary
factors contributing to the increase in the segment's operating profit in the
1997 three-month period were the increase in the sales volume, mentioned above,
product sales mix and sales price increases.
New orders decreased for the three-month period in 1997 by $0.3 million or 4%
from the comparable period in 1996 primarily due to customer timing and
placement of new orders. Backlog of unfilled orders at June 30, 1996 was $30.4
million, compared to $23.8 million at July 2, 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company's debt-to-capitalization ratio was 51% as of June 30, 1996, compared
to 52% as of March 31, 1996. The current ratio at June 30, 1996, stood at 2.54
compared to 2.51 at March 31, 1996. Working Capital was $54 million at June 30,
1996, down $3.4 million from March 31, 1996.
13
<PAGE> 15
At June 30, 1996, the Company's debt consisted of $17.1 million of borrowings
under a revolving credit line, $4.7 million of borrowings under international
lines of credit, a $29.8 million term loan, a $24.5 million term loan and $0.7
million of other borrowings. The revolving bank credit line commitment is $33.4
million, will be available to the Company through December 31, 2000 and is
subject to a borrowing base formula. The agreement provides for borrowings and
letters of credit based on collateralized accounts receivable and inventory. In
addition, all of the remaining assets of the Company and its subsidiaries are
included as collateral. Letters of credit, which are included in the borrowing
base formula, are limited to $5 million. Letters of credit under the line at
June 30,1995 were $0.2 million. The total commitment from the international
lines of credit are $6.6 million and have the same availability and collateral
as the revolving credit line, but are not subject to a borrowing base formula.
Interest on the revolver and the international lines of credit are tied to the
primary bank's prime rate, or at the Company's option, the London Interbank
Offered Rate (LIBOR), plus a margin that varies depending upon the Company's
achievement of certain operating and financial goals.
The $29.8 million and $24.5 million term loans are with the same lenders as the
revolving and international lines of credit, are secured by the same collateral,
and are due and payable on December 31, 2000 and June 30, 2002, respectively.
The $29.8 million term loan has an additional $15 million available through
March 1997 for future acquisitions. Quarterly principal payments on the $29.8
million term loan of $1.4 million, with escalations to $1.8 million and $2.8
million in June 1999 and June 2000, respectively, began on December 31, 1995,
and are due and payable on the last day of each quarter through December 31,
2000. Interest on the $29.8 million term loan is tied to the primary bank's
prime rate, or LIBOR, plus a margin that varies depending upon the Company's
achievement of certain operating and financial goals. Principal payments on the
$24.5 million term loan of $0.5 million are due and payable annually beginning
on June 30, 1996 and continue through June 30, 2000, with final balloon payments
of $7.5 million and $15 million due and payable on June 30, 2001 and June 30,
2002, respectively. Interest on the $24.5 million term loan accrues at the
primary lending bank's prime rate plus two percentage points. The agreement also
gives the Company the option of using LIBOR plus three and one-quarter
percentage points. At June 30, 1996, the Company had $50.7 million of borrowings
utilizing LIBOR.
The credit facility limits the Company's ability to pay dividends to 25% of net
income and restricts capital expenditures to $7 million, as well as containing
other customary financial covenants.
Management believes that the Company's anticipated cash flow from operations,
combined with the bank credit described above, will be sufficient to support
current and forecasted working capital requirements and dividend payments.
Capital expenditures in the three-month period in 1997 were $1.3 million as
compared with $0.8 million in the comparable period in 1996.
14
<PAGE> 16
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 Statement of Computation of Per Share Earnings
27 Financial Data Schedule
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 thereunto duly authorized.
TRANSTECHNOLOGY CORPORATION
(Registrant)
Dated: August 12, 1996 By: /s/ Chandler J. Moisen
--------------------------------------
CHANDLER J. MOISEN, Senior Vice President,
Treasurer and Chief Financial Officer*
* On behalf of the Registrant and as Principal Financial and Accounting Officer.
15
<PAGE> 17
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
11 STATEMENT OF COMPUTATION OF
PER SHARE EARNINGS
27 FINANCIAL DATA SCHEDULE
<PAGE> 1
EXHIBIT 11
TRANSTECHNOLOGY CORPORATION
STATEMENT OF THE COMPUTATION OF PER SHARE EARNINGS
IN ACCORDANCE WITH INSTRUCTION 4(g)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------------
6/30/96 7/02/95
---------------- ---------------
<S> <C> <C>
Primary earnings per share:
Weighted average number of
common shares outstanding 5,103,635 5,082,365
Dilutive effect of stock
option plan - (a) - (a)
------------- -------------
5,103,635 5,082,365
============= =============
Net income $ 1,828,000 $ 1,561,000
============= =============
Primary earnings per share $ 0.36 $ 0.31
============= =============
</TABLE>
(a) The inclusion of stock options in the calculation of primary earnings per
share was either anti-dilutive or not material as per APB 15.
16
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> JUN-30-1996
<CASH> 1,330
<SECURITIES> 0
<RECEIVABLES> 40,016
<ALLOWANCES> 776
<INVENTORY> 50,842
<CURRENT-ASSETS> 88,932
<PP&E> 80,353
<DEPRECIATION> 19,170
<TOTAL-ASSETS> 198,082
<CURRENT-LIABILITIES> 34,970
<BONDS> 76,822
0
0
<COMMON> 53
<OTHER-SE> (3,839)
<TOTAL-LIABILITY-AND-EQUITY> 198,082
<SALES> 44,640
<TOTAL-REVENUES> 44,926
<CGS> 30,939
<TOTAL-COSTS> 10,371
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 52
<INTEREST-EXPENSE> 1,810
<INCOME-PRETAX> 3,616
<INCOME-TAX> 1,519
<INCOME-CONTINUING> 2,097
<DISCONTINUED> (269)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,828
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.36
</TABLE>
