<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 December 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>
<CAPTION>
<S> <C>
Delaware
(State or other jurisdiction of 95-4062211
incorporation or organization) (I.R.S. employer
150 Allen Road identification no.)
Liberty Corner, New Jersey 07938
(Address of principal executive offices) (Zip Code)
</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 February 3, 2000, the total number of
outstanding shares of registrant's one class
of common stock was 6,144,838.
<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 Nine Month Periods Ended December 26, 1999
and December 27, 1998................................................ 3
Consolidated Balance Sheets--
December 26, 1999 and March 31, 1999................................. 4
Statements of Consolidated Cash Flows--
Nine Month Periods Ended December 26, 1999 and
December 27, 1998.................................................... 5
Statements of Consolidated Stockholders' Equity--
Nine Month Period Ended December 26, 1999............................ 6
Notes to Consolidated Financial Statements........................... 7-13
Item 2. Management's Discussion and Analysis of Financial
------- Condition and Results of Operations .................................14-17
Item 3. Quantitative and Qualitative Disclosures about Market Risk........... 18
-------
PART II. Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K..................................... 19
-------
SIGNATURES............................................................................ 19
EXHIBIT 27............................................................................ 20
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following unaudited Statements of Consolidated Operations, Consolidated
Balance Sheets, 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 December 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 NINE MONTHS ENDED
-------------------------------------- --------------------------------------
DECEMBER 26, 1999 DECEMBER 27, 1998 DECEMBER 26, 1999 DECEMBER 27, 1998
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Net sales $ 85,872 $ 57,863 $ 204,143 $ 165,714
Cost of sales 60,246 39,785 143,537 112,787
----------------- ----------------- ----------------- -----------------
Gross profit 25,626 18,078 60,606 52,927
----------------- ----------------- ----------------- -----------------
General, administrative
and selling expenses 14,339 10,922 37,263 32,599
Interest expense 7,137 2,011 12,233 5,272
Interest income (188) (137) (324) (335)
Royalty and other income (238) (413) (601) (603)
Increase in allowance on notes receivable -- (300) -- 906
Provision for plant consolidation -- -- 4,490 --
----------------- ----------------- ----------------- -----------------
Income before income taxes
and extraordinary charge 4,576 5,995 7,545 15,088
Income taxes 1,711 2,352 2,852 6,035
----------------- ----------------- ----------------- -----------------
Income before extraordinary charge 2,865 3,643 4,693 9,053
Extraordinary charge for refinancing of debt (a) -- -- (541) (781)
----------------- ----------------- ----------------- -----------------
Net income $ 2,865 $ 3,643 $ 4,152 $ 8,272
================= ================= ================= =================
Basic earnings per share: (Note 1)
Income before extraordinary charge $ 0.47 $ 0.58 $ 0.77 $ 1.44
Extraordinary charge for refinancing
of debt -- -- (0.09) (0.12)
----------------- ----------------- ----------------- -----------------
Net income $ 0.47 $ 0.58 $ 0.68 $ 1.32
================= ================= ================= =================
Diluted earnings per share:
Income before extraordinary charge $ 0.47 $ 0.58 $ 0.77 $ 1.42
Extraordinary charge for refinancing
of debt -- -- (0.09) (0.12)
----------------- ----------------- ----------------- -----------------
Net income $ 0.47 $ 0.58 $ 0.68 $ 1.30
================= ================= ================= =================
Numbers of shares used in computation
of per share information:
Basic 6,141,000 6,248,000 6,135,000 6,278,000
Diluted 6,141,000 6,314,000 6,150,000 6,385,000
</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 nine month periods ended December 26,
1999 and December 27, 1998.
3
<PAGE> 5
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars Except Share Data)
<TABLE>
<CAPTION>
(UNAUDITED)
DECEMBER 26, 1999 MARCH 31, 1999
----------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,391 $ 2,255
Accounts receivable (net of allowance for doubtful accounts
of $1,195 at December 26, 1999 and $240 at March 31, 1999) 57,317 36,323
Notes and other receivables 343 658
Inventories 68,245 58,668
Prepaid expenses and other current assets 2,408 1,702
Deferred income taxes 2,407 1,295
---------- ----------
Total current assets 132,111 100,901
---------- ----------
Property, plant and equipment 150,633 111,401
Less accumulated depreciation and amortization 42,573 35,017
---------- ----------
Property, plant and equipment - net 108,060 76,384
---------- ----------
Other assets:
Notes receivable 3,465 3,694
Costs in excess of net assets of acquired businesses (net of accumulated amortization:
December 26, 1999, $9,397; March 31, 1999, $7,002) 192,618 76,731
Patents 8,040 3,696
Deferred income taxes 7,557 6,757
Other 28,112 11,557
---------- ----------
Total other assets 239,792 102,435
---------- ----------
Total $ 479,963 $ 279,720
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 82,547 $ 46
Accounts payable-trade 19,378 14,247
Accrued compensation 6,615 6,161
Accrued income taxes 2,285 765
Other current liabilities 16,177 8,588
---------- ----------
Total current liabilities 127,002 29,807
---------- ----------
Long-term debt payable to banks and others 203,136 102,463
---------- ----------
Other long-term liabilities 23,176 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 December 26, 1999, and 6,653,855 at March 31, 1999 67 67
Additional paid-in capital 77,523 77,246
Retained earnings 61,679 58,721
Accumulated other comprehensive loss (3,289) (3,021)
Unearned compensation (262) (239)
---------- ----------
135,718 132,774
Less treasury stock, at cost - (546,394 shares at December 26, 1999 and 546,213
at March 31, 1999) (9,069) (9,064)
---------- ----------
Total stockholders' equity 126,649 123,710
---------- ----------
Total $ 479,963 $ 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>
NINE MONTHS ENDED
-----------------------------------------
DECEMBER 26, 1999 DECEMBER 27, 1998
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,152 $ 8,272
Adjustments to reconcile net income to net cash
provided by operating activities:
Extraordinary charge for refinancing of debt 541 781
Depreciation and amortization 12,046 7,872
Provision for losses on notes and accounts receivable 182 1,094
Loss (gain) on sale or disposal of fixed assets 18 (46)
Change in assets and liabilities net of acquisitions:
(Increase) decrease in accounts receivable (5,182) 4,362
Decrease (increase) in inventories 1,844 (1,625)
Increase in other assets (109) (334)
Increase (decrease) in accounts payable 940 (7,970)
Decrease in accrued compensation (1,107) (4,866)
Increase in income tax payable 410 2,274
Decrease in other liabilities (981) (6,387)
---------- ---------
Net cash provided by operating activities 12,754 3,427
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions net of cash acquired (187,086) (43,860)
Capital expenditures (5,105) (8,955)
Proceeds from sale of fixed assets 161 463
Decrease in notes receivable 665 3,323
Proceeds from sale of marketable securities 3 --
---------- ---------
Net cash used in investing activities (191,362) (49,029)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings 324,385 145,773
Payments on long-term debt (139,965) (98,933)
Debt issue costs (5,679) (813)
Proceeds from issuance of stock under stock option plan 254 916
Dividends paid (1,194) (1,223)
Treasury stock purchases -- (2,317)
---------- ---------
Net cash provided by financing activities 177,801 43,403
---------- ---------
Effect of exchange rate changes on cash (57) 50
Decrease in cash and cash equivalents (864) (2,149)
Cash and cash equivalents at beginning of period 2,255 2,960
---------- ---------
Cash and cash equivalents at end of period $ 1,391 $ 811
========== =========
Supplemental Information:
Interest payments $ 10,309 $ 5,364
Income tax payments $ 1,418 $ 3,459
Noncash 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>
ACCUMULATED
COMMON STOCK TREASURY STOCK ADDITIONAL OTHER
FOR THE NINE MONTHS ------------------ -------------------- PAID-IN RETAINED COMPREHENSIVE UNEARNED
ENDED DECEMBER 26, 1999 SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS LOSS COMPENSATION
--------- ------ --------- -------- -------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, March 31, 1999 6,653,855 $ 67 (546,213) $ (9,064) $ 77,246 $ 58,721 $ (3,021) $ (239)
Net income -- -- -- -- -- 4,152 -- --
Other comprehensive loss:
Currency translation adjustment
(net of taxes of $164) -- -- -- -- -- -- (266) --
Unrealized investment holding
losses (net of taxes of $1) -- -- -- -- -- -- (2) --
Cash dividends
($.195 per share) -- -- -- -- -- (1,194) -- --
Issuance of stock under
stock option plan 29,200 -- -- -- 88 -- -- --
Issuance of stock under
bonus plan 4,542 -- (181) (5) 189 -- -- (23)
--------- ------ --------- -------- -------- -------- --------- --------
Balance, December 26, 1999 6,687,597 $ 67 (546,394) $ (9,069) $ 77,523 $ 61,679 $ (3,289) $ (262)
========= ====== ========= ======== ======== ======== ========= ========
</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 Nine Months Ended
-------------------------------------- ---------------------------------------
December 26, 1999 December 27, 1998 December 26, 1999 December 27, 1998
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Basic Earnings per Share:
Weighted average common
shares outstanding 6,141 6,248 6,135 6,278
================= ================= ================= =================
Diluted Earnings per Share:
Weighted average common
shares outstanding 6,141 6,248 6,135 6,278
Stock Options (dilutive*) -- 66 15 107
================= ================= ================= =================
Denominator for Diluted
Earnings per Share 6,141 6,314 6,150 6,385
================= ================= ================= =================
</TABLE>
* Not including anti-dilutive stock options which were 477,000 and 249,000
for the three month and nine month periods ended December 26, 1999 and
40,000 and 21,000 for the three month and nine month periods ended December
27, 1998.
7
<PAGE> 9
NOTE 2. Comprehensive Income
For the three and nine month periods ended December 26, 1999 and
December 27, 1998, other comprehensive income is comprised of
foreign currency translation adjustments and unrealized holding
gains and losses on marketable securities. Comprehensive income is
summarized below.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------------------- ---------------------------------------
December 26, 1999 December 27, 1998 December 26, 1999 December 27, 1998
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Net income $ 2,865 $ 3,643 $ 4,152 $ 8,272
Other comprehensive
income (loss), net of tax:
Foreign currency
translation adjustment 106 (32) (266) 561
Unrealized investment
holding (loss) gain (2) 349 (2) 340
----------------- ----------------- ----------------- -----------------
Total comprehensive
income $ 2,969 $ 3,960 $ 3,884 $ 9,173
================= ================= ================= =================
</TABLE>
NOTE 3. Inventories:
Inventories are summarized as follows:
<TABLE>
<CAPTION>
December 26, 1999 March 31, 1999
<S> <C> <C>
----------------- -----------------
Finished goods $ 25,744 $ 23,592
Work-in-process 18,986 11,403
Purchased and
manufactured parts 23,515 23,673
----------------- -----------------
Total inventories $ 68,245 $ 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 $173.3 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
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 24 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 is a summary of the assets acquired and the liabilities
assumed:
<TABLE>
<CAPTION>
Nine Months Ended
-----------------------------------------
December 26, 1999 December 27, 1998
----------------- -----------------
<S> <C> <C>
Current assets $ 28,835 $ 12,723
Long-term assets 169,491 37,903
Liabilities assumed (11,240) (6,766)
----------------- ----------------
Cash Paid $ 187,086 $ 43,860
----------------- ----------------
</TABLE>
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.
9
<PAGE> 11
<TABLE>
<CAPTION>
Nine Months Ended
-----------------------------------------
December 26, 1999 December 27, 1998
----------------- -----------------
<S> <C> <C>
Net sales $ 242,724 $ 256,168
----------------- -----------------
Income before extraordinary charge $ 4,012 $ 7,499
----------------- -----------------
Net income $ 3,471 $ 6,718
----------------- -----------------
Basic earnings per share $ 0.57 $ 1.07
----------------- -----------------
Diluted earnings per share $ 0.56 $ 1.05
----------------- -----------------
Basic Shares 6,135 6,278
Diluted Shares 6,150 6,385
</TABLE>
NOTE 5. Long-Term Debt Payable to Banks and Others
Long-term debt payable, including current maturities, consisted of the
following:
<TABLE>
<CAPTION>
December 26, 1999 March 31, 1999
----------------- --------------
<S> <C> <C> <C>
Credit agreement - 8.47% $155,145 -
Credit agreement - 6.12% - $101,440
Credit agreement - 7.75% - 400
Credit agreement - 9.75% 4,900 -
Term loan - 8.89% 50,000 -
Bridge loan - 14.69% 75,000 -
Other 638 669
-------- --------
285,683 102,509
Less current maturities 82,547 46
-------- --------
Total $203,136 $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 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 August 31, 2000. The Company
intends 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 refinancing fees.
10
<PAGE> 12
An extraordinary charge for the refinancing of debt, net of tax, in the
amount of $0.5 million was incurred for the nine month period ended
December 26, 1999, to reflect the write-off of the unamortized debt issue
costs of the prior credit agreement.
The credit agreements provide the Company with borrowing capacity of $39.8
million as of December 26, 1999, for both domestic and international
operations and letters of credit of up to $5.0 million. The Revolver,
Bridge Loan and Term Loan are secured by all of the Company's assets. As of
December 26, 1999, the Company had total borrowings of $285.0 million under
the amended agreements which have a weighted average interest rate of
10.2%. 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%.
Borrowings under the Revolver as of December 26, 1999, were $160.0 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. As of December 26, 1999, $155.1 million of the Company's
outstanding borrowings utilized LIBOR, of which $133.0 million were payable
in U.S. Dollars and $7.0 million and $15.1 million were payable in Deutsche
marks and Pounds sterling, respectively.
Borrowings under the Term Loan as of December 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.
Borrowings under the Bridge Loan as of December 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 8.5% and
increases in quarterly increments subject to an overall maximum interest
rate of 18%. 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 shall issue 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 prior to its maturity and, therefore, does not
expect to be subject to the provisions of the term debt which would become
effective after the Bridge Loan maturity date on August 31, 2000.
The credit agreements require the Company to maintain interest rate
protection on a minimum of $125.0 million of its variable rate debt. The
Company has accordingly provided for this protection 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, and $75.0 million of
debt at a base rate of 6.58% through March 3, 2003. 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.
11
<PAGE> 13
This charge consists principally of $3.9 million related to the write-down
of Anderton's assets to estimated realizable values, moving costs and other
projected costs that are not expected to have a future benefit. The
remaining $0.6 million will be utilized for severance payments to
approximately 100 Anderton employees.
As of December 26, 1999, a total of $1.3 million had been charged against
the $4.5 million liability.
NOTE 7. New Accounting Pronouncements
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 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>
Nine Months Ended
---------------------------------------
December 26, 1999 December 27, 1998
----------------- -----------------
<S> <C> <C>
Sales:
Specialty fastener products $ 161,323 $ 130,720
Aerospace products 42,820 34,994
----------------- -----------------
Total $ 204,143 $ 165,714
================= =================
Operating profit:
Specialty fastener products (a) $ 15,682 $ 19,133
Aerospace products 10,062 8,372
----------------- -----------------
Total 25,744 27,505
Corporate expense (b) (6,412) (7,478)
Corporate interest and
other income 446 333
Interest expense (12,233) (5,272)
----------------- -----------------
Income before income taxes
and extraordinary charge $ 7,545 $ 15,088
================= =================
</TABLE>
(a) The results of operations of the Specialty fasteners products segment for
the nine month period ended December 26, 1999, include a $4.5 million plant
consolidation charge.
(b) The Corporate expense for the nine month period ended December 27, 1998,
includes a $0.9 million increase to the allowance to offset a possible loss
on notes receivable.
12
<PAGE> 14
<TABLE>
<CAPTION>
Three Months Ended
----------------- -----------------
December 26, 1999 December 27, 1998
----------------- -----------------
<S> <C> <C>
Sales:
Specialty fastener products $ 69,804 $ 43,353
Aerospace products 16,068 14,510
----------------- -----------------
Total $ 85,872 $ 57,863
================= =================
Operating profit:
Specialty fastener products $ 9,988 $ 5,750
Aerospace products 3,857 3,696
----------------- -----------------
Total 13,845 9,446
Corporate expense (a) (2,386) (1,584)
Corporate interest and
other income 254 144
Interest expense (7,137) (2,011)
----------------- -----------------
Income before income taxes
and extraordinary charge $ 4,576 $ 5,995
================= =================
</TABLE>
(a) The Corporate expense for the three month period ended December 27, 1998,
includes a $0.3 million reduction 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 nine month periods in this Management's Discussion
refer to the three and nine month periods ended December 26, 1999 for fiscal
year 2000 and the three and nine month periods ended December 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 nine month period in 2000 were $204.1 million, an increase of
$38.4 million, or 23.2%, from the comparable period in 1999. For the three month
period in 2000, sales were $85.9 million, a $28.0 million, or 48.4%, increase
from the comparable period in 1999. As further discussed below, the increased
sales performance for the three and nine month periods in 2000 resulted
primarily from the acquisitions of Ellison on July 19, 1999 and Tinnerman on
August 31, 1999.
Gross profit for the nine month period in 2000 was $60.6 million, an increase of
$7.7 million or 14.5% from the comparable period in 1999. For the three month
period in 2000, gross profit increased by $7.5 million or 41.8% from the
comparable period in 1999. Operating profit, excluding a $4.5 million charge for
the plant consolidation for the nine month period in 2000, was $30.2 million, an
increase of $2.7 million, or 9.9%, from the comparable period in 1999. For the
three month period in 2000, operating profit was $13.8 million, an increase of
$4.4 million, or 46.6%, from the comparable period in 1999. Changes in sales,
operating profit and new orders from operations are discussed below by segment.
Net income for the nine month period in 2000 was $4.2 million, or $0.68 per
share, compared to $8.3 million, or $1.30 per share, for the comparable period
of 1999. During the three month period in 2000 the Company reported net income
of $2.9 million, or $0.47 per share compared to net income of $3.6 million, or
$0.58 per share, from the comparable period in 1999. Net income for the nine
month period 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 nine month period in 1999 includes an extraordinary charge in the
amount of $0.8 million or ($0.12) per share after tax for refinancing of debt.
Net income for the nine month period 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 nine month period in 1999 includes the establishment
of a $0.9 million pretax allowance for a possible loss on a note receivable from
the sale of a previously discontinued company.
Interest expense increased $7.0 million and $5.1 million for the nine month and
three month periods in 2000, respectively. This increase resulted primarily from
additional interest expense incurred to fund the acquisitions of Ellison and
Tinnerman as discussed in Note 4 to the Financial Statements above.
14
<PAGE> 16
New orders received during the nine month period in 2000 totaled $213.8 million,
an increase of $47.2 million, or 28.3%, from the comparable period in 1999. For
the three month period, new orders totaled $83.2 million, an increase of $29.0
million, or 53.5%, from last year's comparable period. The increased new orders
for both the nine month and three month periods were largely due to additional
orders related to the acquisition of Tinnerman and Ellison. At December 26,
1999, total backlog of unfilled orders was $104.0 million compared to $98.0
million at December 27, 1998, again attributable to the acquisitions of
Tinnerman and Ellison, as well as increased backlog at Breeze Industrial and
Waldes/IRR. Backlog was down at Breeze-Eastern, Norco and the European
operations. Backlog at ARM was down at December 26, 1999 versus December 27,
1998 for reasons discussed below.
SPECIALTY FASTENER PRODUCTS SEGMENT
Sales for the Specialty Fastener Products segment were $161.3 million for the
nine month period in 2000, an increase of $30.6 million, or 23.4%, from the
comparable period in 1999. Sales for the three month period in 2000 were $69.8
million, a 61.0% increase from the same period in 1999. The nine 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 nine month period, sales
increases at Breeze Industrial, TCR and Palnut were offset by sales decreases at
Pebra, Waldes/IRR, ARM, Seeger-Orbis in Germany and the Brazilian operation.
For the three month period in 2000, increased sales at Breeze Industrial, Palnut
and Waldes/IRR were offset by decreased sales at ARM, Pebra and TCR. The sales
reductions at ARM resulted in part 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 nine month period in 2000 includes 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 $20.2 million for
the nine month period in 2000, an increase of $1.0 million, or 5.4%, from the
comparable period in 1999. The three month period in 2000 reported an operating
profit of $10.0 million, an increase of $4.2 million, or 73.7%, from the
comparable period in 1999. The increased operating profit was mainly due to
additional operating profit generated by the Tinnerman acquisition offset by
decreased operating profit at ARM and European retaining ring operations.
New orders for the nine month period were $170.2 million in 2000 versus $128.3
million in 1999. For the three month period, new orders were $71.3 million in
2000 versus $40.7 million in 1999. These increases in 2000 are largely the
result of the inclusion of the Tinnerman and Ellison operations. Backlog of
unfilled orders at December 26, 1999 was $58.0 million compared to $50.0 million
at December 27, 1998, primarily due to the acquisitions of Tinnerman and Ellison
and increased backlog at Breeze Industrial, Waldes/IRR and TCR, offset by
reduced backlog at ARM and our European operations.
15
<PAGE> 17
AEROSPACE PRODUCTS SEGMENT
Sales for the Aerospace Products segment were $42.8 million for the nine month
period in 2000, an increase of $7.8 million, or 22.4%, from the comparable
period in 1999. The increase was primarily due to the acquisition of NORCO,
which was not fully included in the nine month period in 1999. Sales for the
three month period in 2000 were $16.1 million, an increase of $1.6 million, or
10.7%, from the comparable period in 1999.
Operating profit for the nine month period in 2000 was $10.1 million, an
increase of $1.7 million, or 20.2%, from the comparable period in 1999. The
three month period had an operating profit of $3.9 million, an increase of $0.2
million, or 4.4%, from the comparable period in 1999. The increased operating
profit for the nine month period was primarily due to the acquisition of NORCO.
New orders for the nine month period in 2000 were $45.1 million compared to
$38.3 million in the comparable period in 1999. New orders for the three month
period in 2000 were $13.5 million which was the same as in the comparable period
in 1999. The increase in the nine month period was largely due to the NORCO
acquisition. Backlog of unfilled orders at December 26, 1999 was $46.1 million
compared to $48.0 million at December 27, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's debt-to-capitalization ratio was 69.3% as of December 26, 1999,
compared to 45.3% 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 December 26, 1999, stood at 1.04
compared to 3.39 at March 31, 1999. Working capital was $5.1 million at December
26, 1999, down $66.0 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 is shown as a current liability,
reflecting its initial 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 nine month period
in 2000 were $5.1 million as compared with $9.0 million in the comparable period
in 1999.
16
<PAGE> 18
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. Due to the termination of the prior credit
agreement, the Company reported a charge to earnings in the nine month 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 nine month period ended December
26, 1999.
YEAR 2000 READINESS
The Company did not experience any significant interruptions relating to the
date change from the year 1999 to the year 2000. The year 2000 issue relates to
concern about computer programs that may not have been designed properly to
distinguish dates, particularly if the date field contained only two digits.
The Company has been addressing this concern for several years and did not
anticipate any problems at any of its business units, and did not expect any
significant vendor or customer related problems based on survey information
gathered.
At this point, the Company views the year 2000 readiness project as complete.
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.
17
<PAGE> 19
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. The Company enters into derivative
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 does not enter into derivatives or other
financial instruments for trading or speculative purposes.
The Company enters into forward exchange contracts 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 foreign currency 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 December 26, 1999, the Company had outstanding forward foreign exchange
contracts to purchase and sell $17.3 million of various currencies (principally
Deutsche marks and Pounds sterling). At December 26, 1999, if all forward
contracts were closed out, the Company would receive approximately $0.5 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 $1.7 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 December 26, 1999, the Company had entered into interest
rate swap agreements to convert $125.0 million of floating interest rate debt to
fixed rate. At December 26, 1999, the fair value of these swap agreements was
approximately $1.8 million.
18
<PAGE> 20
PART II. OTHER INFORMATION
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. This report on Form
8-K was amended by the filing of a report on Form 8-K/A dated November 12,
1999.
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: February 7, 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.
19
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