<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 September 26, 1999
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)
<TABLE>
<S> <C>
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)
</TABLE>
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 November 4, 1999, the total number of
outstanding shares of registrant's one class of
common stock was 6,136,729.
<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 and Six Month Periods Ended September 26, 1999
and September 27, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheets--
September 26, 1999 and March 31, 1999 . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Consolidated Cash Flows--
Six Month Periods Ended September 26, 1999 and
September 27, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Statements of Consolidated Stockholders' Equity--
Six Month Period Ended September 26, 1999 . . . . . . . . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . 7-13
Item 2. Management's Discussion and Analysis of Financial
------- Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . 14-18
Item 3. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . 19
-------
PART II. Other Information
-----------------
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . 20
-------
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . 20
-------
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
EXHIBIT 27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</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 Flows and Consolidated
Stockholders' Equity are of TransTechnology Corporation and its consolidated
subsidiaries (collectively, "the Company"). These reports reflect all
adjustments of a normal recurring nature, which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the interim periods reflected therein. The results reflected in the unaudited
Statement of Consolidated Operations for the period ended September 26, 1999
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
of Financial Condition and Results of Operations 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 Annual Report on Form 10-K filed for the fiscal year
ended March 31, 1999.
[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
-----------------------------------------------
SEPTEMBER 26, 1999 SEPTEMBER 27, 1998
------------------ ------------------
<S> <C> <C>
Net sales $ 62,903 $ 56,368
Cost of sales 44,040 38,419
------------------ ------------------
Gross profit 18,863 17,949
------------------ ------------------
General, administrative
and selling expenses 11,739 11,341
Interest expense 3,466 1,910
Increase in allowance on notes receivable -- 1,206
Interest income (73) (99)
Royalty and other income (131) (120)
Provision for plant consolidation 4,490 --
------------------ ------------------
Income (loss) before income taxes
and extraordinary charge (628) 3,711
Income taxes (benefit) (298) 1,503
------------------ ------------------
Income (loss) before extraordinary charge (330) 2,208
Extraordinary charge for refinancing of debt (a) (541) (781)
------------------ ------------------
Net income (loss) $ (871) $ 1,427
================== ==================
Basic earnings per share: (Note 1)
Income (loss) before extraordinary item $ (0.05) $ 0.35
Extraordinary charge for refinancing
of debt (0.09) (0.12)
------------------ ------------------
Net income (loss) $ (0.14) $ 0.23
================== ==================
Diluted earnings per share:
Income (loss) before extraordinary item $ (0.05) $ 0.34
Extraordinary charge for refinancing
of debt (0.09) (0.12)
------------------ ------------------
Net income (loss) $ (0.14) $ 0.22
================== ==================
Numbers of shares used in computation of per share information:
Basic 6,138,000 6,302,000
Diluted 6,138,000 6,402,000
<CAPTION>
SIX MONTHS ENDED
-----------------------------------------------
SEPTEMBER 26, 1999 SEPTEMBER 27, 1998
------------------ ------------------
<S> <C> <C>
Net sales $ 118,271 $ 107,851
Cost of sales 83,291 73,002
------------------ ------------------
Gross profit 34,980 34,849
------------------ ------------------
General, administrative
and selling expenses 22,924 21,677
Interest expense 5,096 3,261
Increase in allowance on notes receivable -- 1,206
Interest income (136) (198)
Royalty and other income (363) (190)
Provision for plant consolidation 4,490 --
------------------ ------------------
Income (loss) before income taxes
and extraordinary charge 2,969 9,093
Income taxes (benefit) 1,141 3,683
------------------ ------------------
Income (loss) before extraordinary charge 1,828 5,410
Extraordinary charge for refinancing of debt (a) (541) (781)
------------------ ------------------
Net income (loss) $ 1,287 $ 4,629
================== ==================
Basic earnings per share: (Note 1)
Income (loss) before extraordinary item $ 0.30 $ 0.86
Extraordinary charge for refinancing
of debt (0.09) (0.12)
------------------ ------------------
Net income (loss) $ 0.21 $ 0.74
================== ==================
Diluted earnings per share:
Income (loss) before extraordinary item $ 0.30 $ 0.84
Extraordinary charge for refinancing
of debt (0.09) (0.12)
------------------ ------------------
Net income (loss) $ 0.21 $ 0.72
================== ==================
Numbers of shares used in computation of per share information:
Basic 6,131,000 6,293,000
Diluted 6,154,000 6,420,000
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
(a) Extraordinary charge for refinancing of debt is net of applicable tax
benefits of $339 and $532 for the three and six month periods ended
September 26, 1999 and September 27, 1998, respectively.
3
<PAGE> 5
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars Except Share Data)
<TABLE>
<CAPTION>
(UNAUDITED)
SEPTEMBER 26, 1999 MARCH 31, 1999
--------------------- ----------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,604 $ 2,255
Accounts receivable (net of allowance for doubtful accounts
of $611 at September 26, 1999 and $240 at March 31, 1999) 55,668 36,323
Notes and other receivables 830 658
Inventories 69,488 58,668
Prepaid expenses and other current assets 1,787 1,702
Deferred income taxes 2,284 1,295
---------------- ----------------
Total current assets 131,661 100,901
---------------- ----------------
Property, Plant and Equipment 149,099 111,401
Less accumulated depreciation and amortization 39,543 35,017
---------------- ----------------
Property, Plant and Equipment - net 109,556 76,384
---------------- ----------------
Other assets:
Notes receivable 3,476 3,694
Costs in excess of net assets of acquired businesses (net of accumulated amortization:
September 26, 1999, $8,269; March 31, 1999, $7,002) 192,679 76,731
Other 43,520 22,010
---------------- ----------------
Total other assets 239,675 102,435
---------------- ----------------
Total $ 480,892 $ 279,720
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 82,546 $ 46
Accounts payable-trade 17,101 14,247
Accrued compensation 7,869 6,161
Accrued income taxes 1,603 765
Other current liabilities 18,682 8,588
---------------- ----------------
Total current liabilities 127,801 29,807
---------------- ----------------
Long-term debt payable to banks and others 204,412 102,463
---------------- ----------------
Other long-term liabilities 24,616 23,740
---------------- ----------------
Stockholders' equity:
Preferred stock-authorized, 300,000 shares; none issued -- --
Common stock-authorized, 14,700,000 shares of $.01 par value;
issued 6,687,597 at September 26, 1999, and 6,653,855 at March 31, 1999 67 67
Additional paid-in capital 77,523 77,246
Retained earnings 59,213 58,721
Accumulated other comprehensive loss (3,393) (3,021)
Unearned compensation (278) (239)
---------------- ----------------
133,132 132,774
Less treasury stock, at cost - (546,394 shares at September 26, 1999 and 546,213
at March 31, 1999) (9,069) (9,064)
---------------- ----------------
Total stockholders' equity 124,063 123,710
---------------- ----------------
Total $ 480,892 $ 279,720
================ ================
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 6
STATEMENTS OF CONSOLIDATED CASH FLOWS
UNAUDITED
(In Thousands of Dollars)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------------------------------------
SEPTEMBER 26, 1999 SEPTEMBER 27, 1998
---------------------- ------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,287 $ 4,629
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Extraordinary charge for refinancing of debt 541 781
Depreciation and amortization 6,662 5,191
Provision for losses on notes and accounts receivable 90 1,283
Loss (gain) on sale or disposal of fixed assets 5 (6)
Change in assets and liabilities net of acquisitions:
(Increase) decrease in accounts receivable (2,450) 1,933
Decrease (increase) in inventories 981 (1,506)
Increase in other assets (5,947) (290)
Decrease in accounts payable (1,127) (5,791)
Increase (decrease) in accrued compensation 1,730 (3,823)
(Decrease) increase in income tax payable (270) 884
Increase (decrease) in other liabilities 3,378 (5,415)
------------------- -------------------
Net cash provided by (used in) operating activities 4,880 (2,130)
------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions net of cash acquired (186,757) (44,160)
Capital expenditures (3,578) (5,114)
Proceeds from sale of fixed assets 119 248
Proceeds from sale of marketable securities 3 --
Decrease in notes receivable 167 2,901
------------------- -------------------
Net cash used in investing activities (190,046) (46,125)
------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings 307,077 133,627
Payments on long-term debt (121,982) (86,408)
Proceeds from issuance of stock under stock option plan 240 466
Dividends paid (795) (818)
Treasury stock purchases -- (1,363)
------------------- -------------------
Net cash provided by financing activities 184,540 45,504
------------------- -------------------
Effect of exchange rate changes on cash (25) 57
Decrease in cash and cash equivalents (651) (2,694)
Cash and cash equivalents at beginning of period 2,255 2,960
------------------- -------------------
Cash and cash equivalents at end of period $ 1,604 $ 266
=================== ===================
Supplemental Information:
Interest payments $ 3,195 $ 2,994
Income tax payments $ 892 $ 2,501
Non cash investing activities:
Exchange of note receivable for equity interest $ -- $ 3,170
</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
FOR THE SIX MONTHS ----------------------------- -------------------------------
ENDED SEPTEMBER 26, 1999 SHARES AMOUNT SHARES AMOUNT
- ------------------------------------- --------------- ------------ ----------------- ------------
<S> <C> <C> <C> <C>
Balance, March 31, 1999 6,653,855 $ 67 (546,213) $ (9,064)
Net Income -- -- -- --
Other comprehensive income:
Currency translation adjustment
(net of taxes of $232) -- -- -- --
Cash dividends
($.13 per share) -- -- -- --
Issuance of stock under
stock option plan 29,200 -- -- --
Issuance of stock under
bonus plan 4,542 -- (181) (5)
--------------- ------------ ----------------- ------------
Balance, September 26, 1999 6,687,597 $ 67 (546,394) $ (9,069)
=============== ============ ================= ============
<CAPTION>
ACCUMULATED
ADDITIONAL OTHER
FOR THE SIX MONTHS PAID-IN RETAINED COMPREHENSIVE UNEARNED
ENDED SEPTEMBER 26, 1999 CAPITAL EARNINGS LOSS COMPENSATION
- ------------------------------------- -------------- -------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Balance, March 31, 1999 $ 77,246 $ 58,721 $ (3,021) $ (239)
Net Income -- 1,287 -- --
Other comprehensive income:
Currency translation adjustment
(net of taxes of $232) -- -- (372) --
Cash dividends
($.13 per share) -- (795) -- --
Issuance of stock under
stock option plan 189 -- -- --
Issuance of stock under
bonus plan 88 -- -- (39)
-------------- -------------- ------------------- -------------------
Balance, September 26, 1999 $ 77,523 $ 59,213 $ (3,393) $ (278)
============== ============== =================== ===================
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 8
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands of Dollars)
NOTE 1. Earnings Per Share:
Basic earnings per share is computed by dividing net income by the
weighted-average number of shares outstanding. Diluted earnings per
share is computed by dividing net income by the sum of the
weighted-average number of shares outstanding plus the dilutive effect
of shares issuable through the exercise of stock options.
The components of the denominator for basic earnings per share and
diluted earnings per share are reconciled as follows: (in thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------------------- -----------------------------------------
September 26, 1999 September 27, 1998 September 26, 1999 September 27, 1998
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Basic Earnings per Share:
Weighted average common
shares outstanding 6,138 6,302 6,131 6,293
================== ================== ================== ==================
Diluted Earnings per Share:
Weighted average common
shares outstanding 6,138 6,302 6,131 6,293
Stock Options -- (a) 100 23 127
------------------ ------------------ ------------------ ------------------
Denominator for Diluted
Earnings per Share 6,138 6,402 6,154 6,420
================== ================== ================== ==================
</TABLE>
(a) Since the Company is reporting a net loss for the three month period
ended September 26, 1999, inclusion of these potential common shares
would be antidilutive.
7
<PAGE> 9
NOTE 2. Comprehensive Income
For the three and six month periods ended September 26, 1999 and
September 27, 1998, other comprehensive income is comprised of foreign
currency translation adjustments and unrealized holding gains/(losses)
on marketable securities. Comprehensive income is summarized below.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------------------- -----------------------------------------
September 26, 1999 September 27, 1998 September 26, 1999 September 27, 1998
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Net income (loss) $(871) $1,427 $1,287 $4,629
Other comprehensive
income (loss), net of tax:
Foreign currency
translation adjustment (114) 495 (372) 593
Unrealized investment
holding loss (2) (44) -- (9)
------------------ ------------------ ------------------ ------------------
Total comprehensive
income (loss) $(987) $1,878 $ 915 $5,213
================== ================== ================== ==================
</TABLE>
NOTE 3. Inventories:
Inventories are summarized as follows:
<TABLE>
<CAPTION>
September 26, 1999 March 31, 1999
------------------ --------------
<S> <C> <C>
Finished goods $ 25,538 $ 23,592
Work-in-process 20,381 11,403
Purchased and
manufactured parts 23,569 23,673
------------------ --------------
Total inventories $ 69,488 $ 58,668
================== ==============
</TABLE>
NOTE 4. Acquisitions
On August 31, 1999, the Company acquired substantially all of the
assets and assumed certain liabilities, consisting primarily of trade
debts and accrued expenses of the Engineered Fasteners Division and
its Tinnerman product line (collectively referred to as "Tinnerman")
of Eaton Corporation for a total purchase price of $173.0 million in
cash. Tinnerman has 650 employees and manufactures a wide variety of
fastening devices for the automotive, business equipment, consumer
electronics and home appliance markets. Tinnerman has manufacturing
facilities in Brunswick and Massillon, Ohio and Hamilton, Ontario,
Canada. The allocation of the purchase price to the assets and
liabilities of Tinnerman is preliminary pending receipt of a final
appraisal and final purchase price adjustments, if any, between the
Company and Eaton Corporation.
8
<PAGE> 10
On July 19, 1999, the Company acquired all the outstanding capital
stock of Ellison Holdings, a privately held company, and its German
affiliate Ellison, Roettges & Co. GmbH (collectively referred to as
"Ellison") for $13.8 million in cash, a $0.4 million note payable
twenty four months from the date of acquisition and other contingent
consideration. Ellison, headquartered in Glusburn, West Yorkshire,
England, manufactures retaining and snap rings as well as lockwashers
for the automotive, heavy vehicle, and industrial markets. The
allocation of purchase price to the assets and liabilities of Ellison
is preliminary pending final purchase price adjustments, if any,
between the Company and the selling shareholders.
On July 28, 1998, the Company acquired all of the outstanding stock of
NORCO, Inc. ("NORCO") for $17.7 million in cash, including direct
acquisition costs, and other contingent consideration. NORCO, located
in Ridgefield, Connecticut, produces aircraft engine compartment hold
open rods, actuators and other motion control devices for the
aerospace industry.
On June 29, 1998, the Company acquired all of the outstanding stock of
Aerospace Rivet Manufacturers Corporation ("ARM") for $26.2 million in
cash, including direct acquisition costs, and other contingent
consideration. ARM, located in City of Industry, California, produces
rivets and externally threaded fasteners for the aerospace industry.
The Company has accounted for the above-mentioned acquisitions under
the purchase method of accounting and each acquisition has been
consolidated with the Company, beginning with the respective date of
each acquisition. The excess of the purchase price over the fair
value of the net assets acquired is included in the accompanying
Consolidated Balance Sheets under the caption "Costs in excess of net
assets of acquired businesses" and is being amortized over 40 years.
The following summarizes the Company's unaudited pro forma information
as if the above-mentioned acquisitions had occurred at the beginning
of the periods presented. The pro forma information is based on
historical results of operations, adjusted for acquisition costs,
additional interest expense, amortization of goodwill, additional
depreciation and income taxes. It is not necessarily indicative of
what the results would have been had the Company operated the acquired
entities since the beginning of each of the periods presented.
<TABLE>
<CAPTION>
Six Months Ended
--------------------------------------------------
September 26, 1999 September 27, 1998
------------------ ------------------
<S> <C> <C>
Net sales $156,852 $172,483
------------------ ------------------
Income before extraordinary charge $ 620 $ 4,821
------------------ ------------------
Net income $ 79 $ 4,040
------------------ ------------------
Basic earnings per share $ 0.01 $ 0.64
------------------ ------------------
Diluted earnings per share $ 0.01 $ 0.63
------------------ ------------------
Basic Share 6,131 6,293
Diluted Shares 6,154 6,420
</TABLE>
9
<PAGE> 11
NOTE 5. Long-Term Debt Payable to Banks and Others
Long-term debt payable, including current maturities, consisted of the
following:
<TABLE>
<CAPTION>
September 26, 1999 March 31, 1999
------------------ ----------------
<S> <C> <C> <C> <C>
Credit agreement - 8.30% $161,315 -
Credit agreement - 6.12% - $101,440
Credit agreement - 7.75% - 400
Term loan - 8.38% 50,000 -
Bridge Loan - 13.38% 75,000 -
Other 643 669
-------- --------
286,958 102,509
Less current maturities 82,546 46
-------- --------
Total $204,412 $102,463
======== ========
</TABLE>
Credit Agreement
Effective August 31, 1999, the Company's revolving credit facility
(the "Revolver") was amended and increased from $145.0 million to
$200.0 million, and additional term debt (the "Term Loan") of $50.0
million and senior subordinated debt (the "Bridge Loan") of $75.0
million were obtained in order to provide the necessary funds for the
Tinnerman acquisition. Credit was provided by the same group of
lending banks plus several new lending banks. The new Revolver and
Term Loan have a maturity of five years. The Bridge Loan has an
initial maturity of one year, after which time the Bridge Loan
automatically converts to a term loan subject to, among other things,
an early payment premium and the issuance of stock warrants. The
stock warrants would provide for the lenders to obtain up to ten
percent of the shares of the Company's stock after a period of one
year beginning on August 31, 2000. The Company intends, and is
actively seeking, to replace the Bridge Loan before August 31, 2000
with alternative long term subordinated debt under terms more
favorable to the Company. The Bridge Loan contains a provision for
exit fees which may be applied to certain refinancings with other
lenders. The Company does not expect the exit fees to be incurred
based on the current refinancing proposals that are in progress with
the existing lenders under the present market conditions.
An extraordinary charge for the refinancing of debt, net of tax, in
the amount of $0.5 million was incurred for the three month period
ended September 26, 1999, to reflect the write-off of the unamortized
debt issue costs of the prior credit agreement.
The new credit agreements are similar to the prior agreement but has
additional provisions and reflects higher overall effective interest
rates. The new credit agreements provide the Company an additional
$38.7 million of borrowing capacity to provide for both domestic and
international operations, letters of credit of up to $5.0 million, and
the Revolver and the Term Loan are secured by all of the company's
assets. As of September 26, 1999, the company had total borrowings of
$286.3 million under the revised agreements which have an average
interest rate of 9.6%. The Company had $0.6 million of other
borrowings consisting of a collateralized borrowing arrangement with a
fixed interest rate of 3% due December 2004, and loans on life
insurance policies owned by the Company with a fixed interest rate of
5%.
10
<PAGE> 12
Borrowings under the Revolver as of September 26, 1999, were $161.3
million. Interest on the Revolver is 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 results. Under the new agreement,
the credit available for international borrowings was increased from
$25.0 million to $30.0 million. As of September 26, 1999, all of the
Company's outstanding borrowings utilized LIBOR, of which $140.1
million were payable in U.S. Dollars and $7.4 million and $13.8
million were payable in Deutsche marks and Pounds sterling,
respectively.
Borrowings under the Term Loan as of September 26, 1999, were $50.0
million of which $7.5 million is due within one year, $7.5 million is
due in year two, $10.0 million is due in years three and four, and
$15.0 million is due upon maturity in year five. The interest rate on
the Term loan is identical to the interest rate on the Revolver.
Borrowings under the Bridge Loan as of September 26, 1999, were $75.0
million, all of which is considered to be short term. Interest on the
Bridge Loan is based on LIBOR plus a margin which is currently 8% and
increases in quarterly increments. The Bridge Loan matures on August
31, 2000, after which time, unless replaced, it converts automatically
to senior subordinated term debt with additional provisions. The
major additional provisions of the resulting term debt provide for a
warrant escrow agreement that stipulates that the Company issues stock
warrants to the debt holders for 731,197 shares of the Company's stock
exercisable at par value (or $.01) per share, representing ten percent
of the common equity of the Company on a fully diluted basis after
giving effect to the warrants. Other provisions of the resulting term
debt include various repayment premiums during the first seven years
of the term, an overall maximum interest rate of 18% and the right of
the holders of the Bridge Loan to require the Company to exchange this
debt for a class of debt securities which the Company would be
required to register for public distribution. The Company intends to
replace the Bridge Loan and, therefore, does not expect to realize the
provisions of the term debt which become effective after the Bridge
Loan maturity date on August 31, 2000.
The new credit agreement requires the Company to maintain interest
rate protection on a minimum of $125.0 million of its variable rate
debt by December 31, 1999. Presently, the Company has $50.0 million
of its variable rate debt protected by means of interest rate swap
agreements which have fixed the rate of interest on $50.0 million of
debt at a base rate of 5.48% through May 4, 2002. Under the
agreement, the base interest rate is added to the applicable interest
rate margin to determine the total interest rate in effect. The
credit agreement also limits the Company's ability to pay dividends to
25% of net income and restricts capital expenditures to a range of
$12.0 and $15.0 million annually, and contains other customary
financial covenants.
NOTE 6. Provision for Plant Consolidation
In the quarter ended September 26, 1999, the Company recorded a $4.5
million charge for the consolidation of its Anderton facility into the
Ellison facility in Glusburn, West Yorkshire, England. This charge
consists principally of $3.9 million related to the write-down of
Anderton's assets to estimated realizable values and $0.6 million for
severance payments to Anderton employees.
NOTE 7. New Accounting Pronouncements Not Yet Adopted
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities," was
issued in June 1998 and, as amended by SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of
11
<PAGE> 13
SFAS Statement No. 133" in June 1999, is effective for the Company for
its fiscal year ending March 31, 2002. SFAS No. 133 requires that all
derivative instruments be measured at fair value and recognized in the
balance sheet as either assets or liabilities. The Company is
currently evaluating the impact this pronouncement will have on its
consolidated financial statements.
NOTE 8. Disclosures about Segments and Related Information
<TABLE>
<CAPTION>
Six Months Ended
----------------------------------------------
September 26, 1999 September 27, 1998
------------------ ------------------
<S> <C> <C>
Sales:
Specialty fastener products $ 91,519 $ 87,367
Aerospace products 26,752 20,484
----------------- -----------------
Total $118,271 $107,851
================= =================
Operating profit:
Specialty fastener products(a) $ 5,694 $ 13,383
Aerospace products 6,205 4,676
----------------- -----------------
Total $ 11,899 $ 18,059
Corporate expense(b) (4,026) (5,894)
Corporate interest and
other income 192 189
Interest expense (5,096) (3,261)
----------------- -----------------
Income before income taxes
and extraordinary item $ 2,969 $ 9,093
================= =================
</TABLE>
(a) The results of operations of the Specialty Fasteners segment for the
six month period ended September 26, 1999, include a $4.5 million
plant consolidation charge.
(b) The Corporate expense for the six month period ended September 27,
1998, includes a $1.2 million increase to the allowance to offset a
possible loss on notes receivable.
12
<PAGE> 14
<TABLE>
<CAPTION>
Three Months Ended
----------------------------------------------
September 26, 1999 September 27, 1998
------------------ ------------------
<S> <C> <C>
Sales:
Specialty fastener products $50,335 $45,147
Aerospace products 12,568 11,221
------------------ ------------------
Total $62,903 $56,368
================== ==================
Operating profit:
Specialty fastener products(a) $ 1,467 $ 6,504
Aerospace products 2,982 2,287
------------------ ------------------
Total $ 4,449 $ 8,791
Corporate expense(b) (1,632) (3,259)
Corporate interest and
other income 21 89
Interest expense (3,466) (1,910)
------------------ ------------------
Income (loss) before income taxes
and extraordinary item $ (628) $ 3,711
================== ==================
</TABLE>
(a) The results of operations of the Specialty Fasteners segment for the
three month period ended September 26, 1999, include a $4.5 million
plant consolidation charge.
(b) The Corporate expense for the three month period ended September 27,
1998, includes a $1.2 million increase to the allowance to offset a
possible loss on notes receivable.
13
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
All references to three and six month periods in this Management's Discussion
refer to the three and six month periods ended September 26, 1999 for fiscal
year 2000 and the three and six month periods ended September 27, 1998 for
fiscal year 1999. Also, when referred to herein, operating profit means net
sales less operating expenses, without deduction for general corporate
expenses, interest and income taxes. Unless otherwise indicated, amounts per
share refer to diluted amounts per share.
Sales for the six month period in 2000 were $118.3 million, an increase of
$10.4 million, or 9.7%, from the comparable period in 1999. For the three
month period in 2000, sales were $62.9 million, a $6.5 million, or 11.6%,
increase from the comparable period in 1999. As further discussed below, the
increased sales performance for the three and six month periods in 2000
resulted primarily from the acquisitions of NORCO on July 28, 1998, Ellison on
July 19, 1999 and Tinnerman on August 31, 1999.
Gross profit for the six month period in 2000 was flat from the comparable
period in 1999. For the three month period in 2000, gross profit increased
$0.9 million or 5.1%. Operating profit, excluding a $4.5 million charge for
the plant consolidation, for the six month period in 2000 was $16.4 million, a
decrease of $1.7 million, or 9.2%, from the comparable period in 1999. For the
three month period in 2000, operating profit, excluding a $4.5 million charge
for the plant consolidation, was $8.9 million, an increase of $0.1 million, or
1.8%, from the comparable period in 1999. Changes in sales, operating profit
and new orders from operations are discussed below by segment.
Net income, after an extraordinary item of $0.5 million for the six month
period in 2000 was $1.3 million, or $0.21 per share, compared to $4.6 million,
or $0.72 per share, for the comparable period of 1999. During the three month
period in 2000 the Company reported a net loss of $0.9 million, or $0.14 per
share, after the extraordinary item of $0.5 million, compared to net income of
$1.4 million, or $0.22 per share, for the year earlier period. Net income for
both the three month and six month periods in 2000 includes an extraordinary
charge in the amount of $0.5 million, or $0.09 per share, after tax, for the
refinancing of debt. Net income for the three and six month periods in 2000
also includes a $4.5 million pretax provision related to the consolidation of
the Company's Anderton operation with Ellison. Net income for the three and
six month periods in 1999 includes the establishment of a $1.2 million pretax
allowance for a possible loss on a note receivable from the sale of a
previously discontinued company. The extraordinary charge for the refinancing
of debt is discussed in more detail in the discussion of "Liquidity and Capital
Resources" section.
Interest expense increased $1.8 million and $1.6 million for the six month and
three month periods in 2000, respectively. This increase resulted primarily
from additional interest expense
14
<PAGE> 16
incurred to fund the acquisitions of Ellison and Tinnerman as discussed in Note
4 to the Financial Statements above.
New orders received during the six month period in 2000 totaled $125.6 million,
an increase of $13.2 million, or 11.7%, from the comparable period in 1999.
For the three month period, new orders totaled $68.4 million, an increase of
$6.5 million, or 10.5%, from last year's comparable period. The increased new
orders for both the six month and three month periods were largely due to
additional orders related to the acquisition of Tinnerman. At September 26,
1999, total backlog of unfilled orders was $109.3 million compared to $101.6
million at September 27, 1998, again attributable to the acquisition of
Tinnerman, as well as increased backlog at Breeze-Eastern, Breeze Industrial,
Palnut and our European operations. Backlog at ARM was down at September 26,
1999 versus September 27, 1998 for reasons discussed below.
SPECIALTY FASTENER PRODUCTS SEGMENT
Sales for the Specialty Fastener Products segment were $91.5 million for the
six month period in 2000, an increase of $4.2 million, or 4.7%, from the
comparable period in 1999. Sales for the three month period in 2000 were $50.3
million, an 11.5% increase from the same period in 1999. The six and three
month increases in 2000 were primarily due to the inclusion of Tinnerman and
Ellison's operations in the current year periods. For the six month period,
sales increases at Breeze Industrial, TCR and Palnut were offset by sales
decreases at Pebra, Waldes/IRR, Seeger-Orbis in Germany and the Brazilian
operation.
For the three month period, increased sales at Breeze Industrial, TCR and
Palnut were offset by decreased sales at ARM, Pebra and Waldes/IRR. The sales
reductions at ARM resulted from a breach of a purchasing commitment agreement
with Wesco Aircraft Hardware Corp., its largest customer, which is controlled
by the sellers of ARM. On September 24, 1999, the Company filed an arbitration
demand against Wesco and the sellers of ARM, seeking damages for fraud and
breach of contract, punitive damages and rescission.
Operating profit in the current periods include a $4.5 million charge for the
consolidation of the Anderton and Ellison plants in the U.K. Before the
effects of this charge, operating profit for the segment was $10.2 million for
the six month period in 2000, a decrease of $3.2 million, or 23.8%, from the
comparable period in 1999. The three month period in 2000 reported an
operating profit of $6.0 million before the restructuring charge, a decrease of
$0.5 million, or 8.3%, from the comparable period in 1999. The decreased
operating profit was mainly due to decreased operating profit at ARM and
European retaining ring operations which offset the additional operating profit
generated by the Tinnerman acquisition.
New orders for the six month period were $94.0 million in 2000 versus $87.5
million in 1999. For the three month period, new orders were $53.4 million in
2000 versus $42.6 million in 1999. These increases in 2000 are largely the
result of the inclusion of the Tinnerman operations. Backlog of unfilled
orders at September 26, 1999 was $61.0 million compared to $52.6 million at
September 27, 1998, primarily due to the acquisition of Tinnerman and Ellison
and increased backlog at Breeze Industrial, Palnut, TCR and our European
operations.
15
<PAGE> 17
AEROSPACE PRODUCTS SEGMENT
Sales for the Aerospace Products segment were $26.8 million for the six month
period in 2000, an increase of $6.3 million, or 30.6%, from the comparable
period in 1999. Sales for the three month period in 2000 were $12.6 million,
up $1.3 million, or 12.0%, from the comparable period in 1999. The increases
were primarily due to the acquisition of NORCO, which was not fully included in
the six and three month periods in 1999.
Operating profit for the six month period in 2000 was $6.2 million, an increase
of $1.5 million, or 32.7%, from the comparable period in 1999. The three month
period had an operating profit of $3.0 million, an increase of $0.7 million, or
30.3%, from the comparable period in 1999. The increased operating profit for
both periods was primarily due to the acquisition of NORCO.
New orders for the six month period in 2000 were $31.6 million compared to
$24.8 million in the comparable period in 1999. New orders for the three
month period in 2000 were $15.0 million compared to $19.2 million in 1999. The
increases in the six month period were largely due to the NORCO acquisition.
Backlog of unfilled orders at September 26, 1999 was $48.2 million compared to
$49.0 million at September 27, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's debt-to-capitalization ratio was 69.8% as of September 26, 1999,
compared to 45% as of March 31, 1999, due to the increased bank borrowings
obtained for the Tinnerman acquisition on August 31, 1999 and the acquisition
of Ellison on July 19, 1999. The current ratio at September 26, 1999, stood at
1.03 compared to 3.39 at March 31, 1999. Working capital was $3.9 million at
September 26, 1999, down $67.2 million from March 31, 1999. As discussed in
Note 5 (Long-Term Debt Payable to Banks and Others) to the Financial Statements
above, the Bridge Loan principal of $75.0 million has a maturity date of August
31, 2000.
Management believes that the Company's anticipated cash flow from operations,
combined with the bank credit described above, will be sufficient to support
working capital requirements, capital expenditures and dividend payments at
their current or expected levels. Capital expenditures in the six month period
in 2000 were $3.6 million as compared with $5.1 million in the comparable
period in 1999.
EXTRAORDINARY CHARGE FOR REFINANCING OF DEBT
On August 31, 1999, the Company refinanced its credit facilities as discussed
in Note 5 to the Financial Statements above. Due to the termination of the
prior credit agreement, the Company reported a charge to earnings in the
current period to write off the unamortized portion of the loan origination
costs associated with the prior agreement in the amount of $0.9 million before
tax and $0.5 million after tax. This write-off is classified as an
extraordinary charge in the Statement of Consolidated Operations for the three
month and six month periods ended September 26, 1999.
16
<PAGE> 18
YEAR 2000 READINESS
The Company has been addressing the year 2000 issue since 1997 and has been
monitoring the progress made at each business unit. The year 2000 issue
relates to the method that computer programs use to specify a date. In order to
save space in computer data storage, many programs in the past have been
written with two digits for the year specification instead of four digits. The
two-digit date field can make it difficult for computer programs to distinguish
between years such as 1900 and 2000, and therefore can cause malfunctions in
computers. Such malfunctions could interfere with any date sensitive processes
which exist in most computer operations as well as any equipment which uses
semiconductor or "embedded" chip technology. Similar system malfunctions could
also occur at third party supplier locations and consequently create delivery
and service problems for the Company.
The Company has taken steps to have all of its computer systems and facilities
in compliance with the Year 2000 date requirement before that date is reached.
Thus far, the Company has reviewed its facilities and internal computer systems
at all locations for compliance and identified all critical systems in need of
correction. The correction and testing of all critical systems has progressed
on schedule and is substantially complete. The approximate level of completion
at each business unit presently varies between ninety and one hundred percent
based on current information available. The Company generally does not sell
products that are year 2000 sensitive, however, it does sell test equipment
which is presently Year 2000 compliant, and is providing retrofit compliant
programs to customers with older equipment.
The Company has also taken steps to review Year 2000 compliance by its major
vendors and customers. Survey results have been received and are being reviewed
and updated on a continuing basis. Based on information received to date,
there are no expected interruptions from critical customers or vendors. The
cost of year 2000 compliance is expected to be $0.5 million of which $0.3
million was incurred last year and $0.2 million is estimated to be incurred
during the current fiscal year. The total cost capitalized for Year 2000
compliance is expected to be less than $0.1 million.
As a precaution against unforeseen Year 2000 problems, the Company has
considered contingency plans including alternative automated as well as manual
backup methods. Other contingency plans which the Company is considering
include the outsourcing and sharing of computer processing requirements. Based
on the present and contingent planning assessment, the Company believes that
the "worst-case"scenario for the Year 2000 problem is in the category of
outside third party services and supplies. Certain government and utility
provided services are not generally available from alternative sources. Should
such services become unavailable there would be a likelihood of manufacturing
interruptions and resulting adverse financial consequences to the Company.
Based on the information obtained to date, the Company does not believe that
there will be any significant interruptions in systems that will adversely
affect the Company relative to the Year 2000 issue. The Company is not,
however, able to identify or control all external Year 2000 issues which may
exist at third-party levels or provide contingency plans for all possible
future events. Assessments of future events and other forward-looking
assessments may be adversely
17
<PAGE> 19
affected by subsequent findings and test results which could have a material
impact on the Company's financial condition and results of operations.
EURO CURRENCY
Effective January 1, 1999, eleven countries comprising the European Union
established fixed foreign currency exchange rates and adopted a common currency
unit designated as the "Euro". The Euro has since become publicly traded and
may be used in commerce during the transition period which is scheduled to end
January 1, 2002, at which time a Euro denominated currency is scheduled to be
issued and is intended to replace those currencies of the eleven member
countries. To date, the transition to the Euro has not resulted in problems
for the Company and is not expected to have any material adverse impact on the
Company's future operations.
18
<PAGE> 20
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. The Company does not enter into
derivatives or other financial instruments for trading or speculative purposes.
The Company enters into financial instruments to manage and reduce the impact
of changes in foreign currency exchange rates and interest rates. The counter
parties are major financial institutions.
The Company enters into forward exchange contracts principally to hedge the
currency fluctuations in transactions denominated in foreign currencies,
thereby limiting the Company's risk that would otherwise result from changes in
exchange rates. The principal transactions hedged are intercompany loans,
purchases and trade flows. Gains and losses on forward foreign exchange
contracts and the offsetting gains and losses on hedged transactions are
reflected in the Statement of Consolidated Operations.
At September 26, 1999, the Company had outstanding forward foreign exchange
contracts to purchase and sell $21.4 million of various currencies (principally
Deutsche marks and Pounds sterling). At September 26, 1999, if all forward
contracts were closed out, the Company would receive approximately $0.3 million
(the difference between the fair value of all outstanding contracts and the
contract amounts). A 10% fluctuation in exchange rates for these currencies
would change the fair value by $1.0 million. However, since these contracts
hedge foreign currency denominated transactions, any change in the fair value
of the contracts would be offset by changes in the underlying value of the
transaction being hedged.
The Company enters into interest rate swap agreements to manage its exposure to
interest rate changes. The swaps involve the exchange of fixed and variable
interest rate payments without exchanging the notional principal amount.
Payments or receipts on the swap agreements are recorded as adjustments to
interest expense. At September 26, 1999, the Company had entered into interest
rate swap agreements to convert $50.0 million of floating interest rate debt to
fixed rate. At September 26, 1999, the fair value of these swap agreements was
approximately $0.6 million.
19
<PAGE> 21
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of the Company, held on July 15, 1999, all eight
directors of the Company nominated for reelection were reelected for a term of
one year, and shareholders approved the 1999 Long Term Incentive Plan. The
results of the voting on the election of directors were as follows:
<TABLE>
<CAPTION>
VOTES VOTES
FOR WITHHELD
--------- --------
<S> <C> <C>
Gideon Argov 4,067,469 1,152,214
Walter Belleville 4,067,597 1,152,086
Michael J. Berthelot 4,067,508 1,152,175
Thomas V. Chema 4,067,597 1,152,086
John Dalton 4,066,370 1,153,313
Michel Glouchevitch 4,067,597 1,152,086
James A. Lawrence 4,067,569 1,152,114
William Recker 4,067,542 1,152,141
</TABLE>
The results of the voting on the proposal to approve the 1999 Long Term
Incentive Plan were as follows:
FOR - 3,336,041 AGAINST - 1,808,035 ABSTAIN - 75,607
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) A report on Form 8-K was filed on September 14, 1999 to report the
August 31, 1999 acquisition by the Company of substantially all of the
assets of the Engineered Fasteners Division of Eaton Corporation.
20
<PAGE> 22
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: November 9, 1999 By: /s/ Joseph F. Spanier
---------------------------------------
JOSEPH F. SPANIER, Vice President
and Chief Financial Officer*
* On behalf of the Registrant and as Principal Financial Officer.
21
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> SEP-26-1999
<CASH> 1,604
<SECURITIES> 0
<RECEIVABLES> 55,668
<ALLOWANCES> 611
<INVENTORY> 69,488
<CURRENT-ASSETS> 131,661
<PP&E> 149,099
<DEPRECIATION> 39,543
<TOTAL-ASSETS> 480,892
<CURRENT-LIABILITIES> 127,801
<BONDS> 0
0
0
<COMMON> 67
<OTHER-SE> (12,740)
<TOTAL-LIABILITY-AND-EQUITY> 480,892
<SALES> 118,271
<TOTAL-REVENUES> 118,770
<CGS> 83,291
<TOTAL-COSTS> 32,510
<OTHER-EXPENSES> 4,490
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,096
<INCOME-PRETAX> 2,969
<INCOME-TAX> 1,141
<INCOME-CONTINUING> 1,828
<DISCONTINUED> 0
<EXTRAORDINARY> (541)
<CHANGES> 0
<NET-INCOME> 1,287
<EPS-BASIC> 0.30
<EPS-DILUTED> (0.09)
</TABLE>
