<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K
(MARK ONE)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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
(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
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01
(Title of class)
New York Stock Exchange
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
NONE
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of June 21, 2000, the aggregate market value of voting stock held by
non-affiliates of the registrant based on the last sales price as reported by
the New York Stock Exchange on such date was $74,121,698. (See Item 12)
As of June 21, 2000, the registrant had 6,144,804 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's Annual Report for the fiscal year ended March 31, 2000 is
incorporated by reference into Part I and II hereof.
The registrant's Proxy Statement for the 2000 Annual Meeting of
Shareholders is incorporated by reference into Part III hereof.
<PAGE> 2
PART I
ITEM 1. BUSINESS.
GENERAL
TransTechnology Corporation develops, manufactures and sells a wide
range of products in two industry segments, as described below. TransTechnology
Corporation was originally organized in 1962 as a California corporation and
reincorporated in Delaware in 1986. Unless the context otherwise requires,
references to the "Company" or the "Registrant" refer to TransTechnology
Corporation (including the California corporation prior to the reincorporation)
and its consolidated subsidiaries. The Company's fiscal year ends on March 31.
Accordingly, all references to years in this report refer to the fiscal year
ended March 31 of the indicated year.
TransTechnology Corporation's core business areas are specialty
fastener products and aerospace products. During 2000, the Company continued its
program to improve its position as one of the world's major suppliers of
specialty fasteners to the transportation and industrial markets. Key aspects of
this program include growth through acquisitions and the consolidation and
rationalization of its manufacturing operations. Actions taken during 2000 to
accomplish these goals included the acquisition of the Engineered Fasteners
Division of Eaton Corporation ("Tinnerman") on August 31, 1999 and the
acquisition of Ellison Holdings PLC ("Ellison") on July 19, 1999. For a more
detailed description of these transactions, see Note 3 of "Notes to Consolidated
Financial Statements" included in the Company's 2000 Annual Report on page 19
which is incorporated herein by reference. The Company has substantially
completed consolidation of the manufacturing plants in Great Britain as part of
the Ellison acquisition program. This action has further strengthened the
Company's position as one of the world's major suppliers of specialty fastener
products to the transportation and industrial markets.
Breeze-Eastern and NORCO, Inc. ("NORCO") make up the Company's
aerospace products segment, and are the world's leading designers and
manufacturers of sophisticated helicopter rescue hoists, cargo winches, cargo
hook systems, mechanical components such as hold open rods, and
application-specific mechanical and linear motion systems. These products are
sold primarily to military and civilian agencies and aerospace contractors. The
acquisition of all of the outstanding stock of NORCO was accomplished in fiscal
1999. For a more detailed description of this transaction, see Note 3 of "Notes
to Consolidated Financial Statements" included in the Company's 2000 Annual
Report on page 19 which is incorporated herein by reference.
SPECIALTY FASTENER PRODUCTS
The Company's specialty fastener products are manufactured by its
Engineered Components Group (Palnut and the recently acquired Tinnerman
companies), its Engineered Products Group (Breeze Industrial, Pebra, TCR and
ARM) and its Engineered Rings Group (Seeger-Orbis, TransTechnology Brasil,
Waldes/IRR, TransTechnology (GB)). TransTechnology (GB) represents the
consolidation of the Anderton and the recently acquired Ellison plants into a
single manufacturing facility in Great Britain.
The Engineered Components Group includes single and multi-thread metal
fasteners, retaining rings and headlight adjusters for the automotive and
industrial markets. These fasteners include: lock nuts for load carrying in
light duty assemblies or as a supplement to ordinary nuts to assure tightness;
the On-Sert(R) fastener, which is pressed onto hollow plastic bosses to increase
torque and minimize stripping; push-nuts used as temporary fasteners that hold
pre-inserted bolts in place for final assembly or in ratchet plates which fasten
onto a shaft or stud; self-threaders used in the installation of automotive
trim; U-nuts that provide one-sided screw assembly and are used to fasten
bumpers, fenders and grills to vehicles; various single threaded parts designed
1
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for insertion into metal or plastic panels; and a variety of automotive
headlight adjusters.
Within the Engineered Products Group, Breeze Industrial designs and
manufactures a diverse line of high-quality stainless steel hose clamps,
including worm drive hose clamps, T-Bolt and V-Band clamps, and light duty
clamps for use in the heavy truck and industrial equipment industries by
original equipment manufacturers and replacement suppliers. Pebra designs and
manufactures hose clamps primarily for heavy truck manufacturers in Europe. TCR
designs and manufactures sophisticated externally threaded fastening devices and
custom industrial components by combining its expertise in cold forging and
machining technologies. TCR products are used by industrial customers worldwide,
with key market groups, including automotive, hydraulic and recreational product
industries. ARM designs and manufactures rivets and externally threaded
fasteners primarily for the aerospace industry.
Within the Engineered Rings Group, Seeger-Orbis, TransTechnology
Brasil, Waldes/IRR and TransTechnology (GB) manufacture a large range of
retaining and snap rings used in the automotive, marine, household and computer
applications that require retention of parts to shafts and axles.
Specialty fasteners are marketed through a combination of a direct
sales force, distributors and manufacturing representatives. Such products
comprised 80%, 78% and 83% of the Company's consolidated net sales in 2000, 1999
and 1998, respectively.
At March 31, 2000, the Company's Specialty Fastener Products segment
backlog was $65.4 million, compared to $45.9 million at March 31, 1999. The
increase is primarily the result of the Tinnerman and Ellison acquisitions.
Substantially all of the March 31, 2000 backlog is scheduled to be shipped
during fiscal 2001.
AEROSPACE PRODUCTS
The Company's aerospace products are designed, developed and
manufactured by Breeze-Eastern and NORCO. Breeze-Eastern specializes in the
design, development and manufacture of sophisticated lifting and restraining
products, principally helicopter rescue hoists, reeling machines and external
hook systems. In addition, Breeze-Eastern designs, develops and manufactures
winches and hoists for aircraft cargo and weapon-handling systems with
applications ranging from cargo handling on fixed-wing aircraft to positioning
television cameras on blimps, antenna and gear drives. Management believes that
Breeze-Eastern is the industry market share leader in sales of personnel-rescue
hoists and cargo hook equipment. As a pioneer of helicopter hoist technology,
Breeze-Eastern continues to develop sophisticated helicopter hoist systems,
including systems for the current generation of Seahawk, Chinook, Dolphin,
Merlin and Super Stallion helicopters. Breeze-Eastern also supplies equipment
for the United States, Japanese and European Multiple-Launch Rocket Systems
which use two specialized hoists to load and unload rocket pod containers.
Breeze-Eastern's external cargo-lift hook systems are original equipment on most
helicopters manufactured today. These hook systems range from small 1,000-pound
capacity models up to the largest 36,000-pound capacity hooks employed on the
Super Stallion helicopter. Breeze-Eastern also manufactures aircraft and cargo
tie-downs. NORCO designs, develops and manufactures mechanical components and
systems such as hold open rods, quick connect/disconnect locking systems,
helicopter blade restraint systems, latch assemblies, safety locks and
application-specific mechanical systems. Its power transmission line of products
include rollnuts, rollnut longspan assemblies, ball reversers, ball oscillators,
FlenNute assemblies and other application-specific linear motion assemblies.
Breeze-Eastern and NORCO sell their products through internal marketing
representatives and several independent sales representatives and distributors.
The Aerospace product lines contributed 20%, 22% and 17% to the Company's
consolidated net sales in 2000, 1999 and 1998, respectively.
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The Aerospace Product segment backlog varies substantially from time to
time due to the size and timing of orders. At March 31, 2000, the backlog of
unfilled orders was $44.2 million, compared to $43.8 million at March 31, 1999.
The majority of the March 31, 2000 backlog is expected to be shipped during
fiscal 2001.
DEFENSE INDUSTRY SALES
Approximately 8% of the Company's consolidated net sales in 2000, as
compared to 10% and 11% in 1999 and 1998, respectively, were derived from sales
to the United States Government, principally the military services of the
Department of Defense and its prime contractors. These contracts typically
contain precise performance specifications and are subject to customary
provisions which give the United States Government the contractual right of
termination for convenience. In the event of termination for convenience,
however, the Company is typically protected by provisions allowing reimbursement
for costs incurred as well as payment of any applicable fees or profits.
ENVIRONMENTAL MATTERS
Due primarily to Federal and State legislation which imposes liability,
regardless of fault, upon commercial product manufacturers for environmental
harm caused by chemicals, processes and practices that were commonly and
lawfully used prior to the enactment of such legislation, the Company may be
liable for all or a portion of the environmental clean-up costs at sites
previously owned or leased by the Company (or corporations acquired by the
Company). The Company's contingencies associated with environmental matters are
described in Note 12 of "Notes to Consolidated Financial Statements" included in
the Company's 2000 Annual Report on page 25 which is incorporated herein by
reference.
COMPETITION
The Company's businesses compete in some markets with entities that are
larger and have substantially greater financial and technical resources than the
Company. Generally, competitive factors include design capabilities, product
performance, delivery and price. The Company's ability to compete successfully
in such markets will depend on its ability to develop and apply technological
innovations and to expand its customer base and product lines. The Company is
successfully doing so both internally and through acquisitions. There can be no
assurance that the Company will continue to successfully compete in any or all
of the businesses discussed above. The failure of the Company to compete in more
than one of these businesses could have a materially adverse effect on the
Company's profitability.
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RAW MATERIALS
The various components and raw materials used by the Company to produce
its products are generally available from more than one source. In those
instances where only a single source for any material is available, such items
can generally be redesigned to accommodate materials made by other suppliers. In
some cases, the Company stocks an adequate supply of the single source materials
for use until a new supplier can be approved. The Company's business is not
dependent upon a single supplier or a few suppliers, the loss of which would
have a materially adverse effect on the Company's consolidated financial
position.
EMPLOYEES
As of June 2, 2000, the Company employed 2,581 people. There were 2,277
employees associated with the Specialty Fastener Products segment, 283 with the
Aerospace Products segment and 21 with the corporate office.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Financial information relating to each of the Company's segments has
been included in Note 13 of "Notes to Consolidated Financial Statements"
included in the Company's 2000 Annual Report on pages 25-27 and is incorporated
herein by reference.
FOREIGN OPERATIONS AND SALES
The Company's foreign-based facilities during fiscal 2000 consisted of
the Seeger-Orbis and Pebra facilities located in Konigstein and Frittlingen,
Germany, TransTechnology (GB) Limited's facility located in Glusburn, England,
sales offices in Paris, France, Barcelona, Spain and Surrey, England,
TransTechnology Brasil's facility located in Sao Paulo, Brazil and
TransTechnology Canada Corporation's facility located in Hamilton, Ontario. The
Company acquired the Seeger-Orbis and TransTechnology Brazil businesses on June
30, 1995. Pebra was acquired on June 18, 1996. TransTechnology (GB) resulted
from the consolidation on December 1, 1999, of Anderton International Limited,
acquired on June 30, 1995, and Ellison Holdings PLC, was acquired on July 19,
1999. TransTechnology Canada Corporation was incorporated on August 12, 1999 to
hold the Canadian based assets of Eaton's Engineered Fasteners Division acquired
on August 31, 1999. The Company had foreign sales of $66.2 million, $56.7
million and $57.2 million in fiscal 2000, 1999 and 1998, respectively,
representing 22%, 25% and 28% of the Company's consolidated net sales in each of
those years, respectively. The Company had export sales of $43.3 million, $31.2
million and $20.3 million in fiscal 2000, 1999 and 1998, respectively,
representing 15%, 14% and 10% of the Company's consolidated net sales in each of
those years, respectively. The risk and profitability attendant to these sales
is generally comparable to similar products sold in the United States. Net
sales, profits and identifiable assets attributable to the Company's foreign and
domestic operations, and the identification of export sales by geographic area,
are set forth in Note 13 of "Notes to Consolidated Financial Statements" in the
Company's 2000 Annual Report on pages 25-27 and is incorporated herein by
reference.
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ITEM 2. PROPERTIES
The following table sets forth certain information concerning the
Company's principal facilities for its continuing operations:
<TABLE>
<CAPTION>
Owned or
Location Use of Premises Leased Sq. Ft
-------- --------------- ------ ------
<S> <C> <C> <C>
Liberty Corner, New Jersey Executive Offices Leased 13,000
</TABLE>
<TABLE>
<CAPTION>
SPECIALTY FASTENER
PRODUCTS SEGMENT
------------------
<S> <C> <C> <C>
Saltsburg, Pennsylvania Breeze Industrial offices and Owned 137,000
manufacturing plant
Mountainside, New Jersey Palnut offices and manufacturing Owned 142,000
plant
Irvington, New Jersey TransTechnology Engineered Owned 37,000
Rings - Industrial Division
manufacturing plant
Millburn, New Jersey TransTechnology Engineered Leased 53,100
Rings - Industrial Division
offices and distribution center
City of Industry, California Aerospace Rivet Manufacturers Leased 60,500
Corporation offices and
manufacturing plant
Southfield, Michigan Engineered components sales office Leased 6,000
Brunswick, Ohio TT Engineered Components Leased 44,500
group offices and manufacturing plant
Massillon, Ohio TT Engineered Components Owned 190,580
offices and manufacturing plant
Hamilton, Ontario, Canada TT Engineered Components Owned 127,913
offices and manufacturing plant
Konigstein, Germany Seeger Group offices and Owned 149,000
Seeger-Orbis manufacturing
Plant
Minneapolis, Minnesota TCR Corporation offices Leased 137,000
and plant
</TABLE>
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<TABLE>
<CAPTION>
SPECIALTY FASTENER
PRODUCTS SEGMENT
------------------
(Continued)
<S> <C> <C> <C>
Glusburn, England TransTechnology (GB) offices Owned 263,000
and manufacturing plant
Surrey, England TransTechnology Engineered Leased 109
Components sales office
Sao Paulo, Brazil TransTechnology Brasil offices Owned 85,000
and manufacturing plant
Paris, France TransTechnology Engineered Leased 500
Rings sales office
Frittlingen, Germany Pebra offices and Owned 30,000
manufacturing plant
Barcelona, Spain TransTechnology Engineered Leased 500
Rings sales office
</TABLE>
<TABLE>
<CAPTION>
AEROSPACE PRODUCTS SEGMENT
--------------------------
<S> <C> <C> <C>
Union, New Jersey Breeze-Eastern offices Owned 188,000
and manufacturing plant
Ridgefield, Connecticut NORCO, Inc.offices and Owned 35,000
manufacturing plant
</TABLE>
The Company believes that such facilities are suitable and adequate for
the Company's foreseeable needs and that additional space, if necessary, will be
available. The Company continues to own or lease property that it no longer
needs in its operations. These properties are located in California,
Pennsylvania, New York, Illinois and England. In some instances, the properties
are leased or subleased and in nearly all instances these properties are for
sale.
ITEM 3. LEGAL PROCEEDINGS
The information required has been included in Note 12 of "Notes to
Consolidated Financial Statements" included in the Company's 2000 Annual Report
on page 25 and is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the three month period ended March 31, 2000.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock, par value $0.01, is traded on the New York
Stock Exchange under the symbol TT. The following table sets forth the range of
high and low closing sales prices of shares of the Company's Common Stock for
the calendar quarters indicated, as reported by the New York Stock Exchange.
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
Fiscal 1999
First Quarter $ 30-5/8 $ 25-9/16
Second Quarter 27-1/8 20-1/4
Third Quarter 23-11/16 18-9/16
Fourth Quarter 20-3/4 16-1/2
Fiscal 2000
First Quarter $ 20-7/16 $ 16-15/16
Second Quarter 19-3/4 11-5/8
Third Quarter 12-5/16 8-1/8
Fourth Quarter 15-3/16 10-1/2
Fiscal 2001
First Quarter $ 14-11/16 $ 8-7/16
(through June 21, 2000)
</TABLE>
As of June 21, 2000, the number of stockholders of record of the Common
Stock was 1,824. On June 21, 2000, the closing sales price of the Common Stock
was $12.0625 per share.
The Company's bank indebtedness permits quarterly dividend payments
which cannot exceed 25% of the Company's cumulative net income in each year. The
Company paid a regular quarterly dividend of $0.065 per share on June 1,
September 1 and December 1, 1998, March 1, June 1, September 1 and December 1,
1999 and March 1, 2000.
ITEM 6. SELECTED FINANCIAL DATA
The information required has been included in the Company's 2000 Annual
Report on page 1 and is incorporated herein by reference.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required has been included in the Company's 2000 Annual
Report on pages 28-33 and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required has been included in the Company's 2000 Annual
Report on pages 32-33 and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements: The information required has been included in the
Company's 2000 Annual Report on pages 13-33 and is incorporated herein
by reference.
Quarterly Financial Data: The information required has been included in
Note 14 of Notes to Consolidated Financial Statements in the Company's
2000 Annual Report on page 27 and is incorporated herein by reference.
Financial Statement Schedules:
Schedule II --
Consolidated Valuation and Qualifying Accounts for years ended
March 31, 2000, 1999 and 1998.
Schedules referenced in Article 5 of Regulation S-X, other
than that listed above, are not required and have been
omitted.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is contained in the Registrant's
Proxy Statement for the 2000 Annual Meeting of Shareholders and is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained in the Registrant's
Proxy Statement for the 2000 Annual Meeting of Shareholders and is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is contained in the Registrant's
Proxy Statement for the 2000 Annual Meeting of Shareholders and is incorporated
herein by reference.
For purposes of the calculation of the aggregate market value of voting
stock held by non-affiliates, the Company has assumed that the shares of Common
Stock beneficially owned by Dr. Arch C. Scurlock are not held by an affiliate of
the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained in the Registrant's
Proxy Statement for the 2000 Annual Meeting of Shareholders and is incorporated
herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of documents filed as part of the Annual Report:
<TABLE>
<S> <C>
1. Financial Statements:
Consolidated Balance Sheets at March 31, 2000 and 1999
Statements of Consolidated Operations for the years ended March 31, 2000, 1999 and 1998
Statements of Consolidated Cash Flows for the years ended March 31, 2000, 1999 and 1998
Statements of Consolidated Stockholders' Equity for the years ended March 31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements
Independent Auditors' Report
2. Financial Statement Schedules:
Independent Auditors' Report
Schedule II - Consolidated Valuation and Qualifying Accounts
for the years ended March 31, 2000, 1999 and 1998
3. Exhibits:
</TABLE>
The exhibits listed on the accompanying Index to Exhibits are
filed as part of this report.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three-month
period ended March 31, 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: June 23, 2000
TRANSTECHNOLOGY CORPORATION
By: /s/Michael J. Berthelot
---------------------------------------
Michael J. Berthelot,
Chairman of the Board, President
and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Michael J. Berthelot Chairman of the Board, President June 23, 2000
----------------------------------- and Chief Executive Officer
MICHAEL J. BERTHELOT (Principal Executive Officer)
/s/Joseph F. Spanier Vice President, Chief Financial Officer June 23, 2000
----------------------------------- and Treasurer
JOSEPH F. SPANIER (Principal Financial and Accounting Officer)
/s/Walter Belleville Director June 23, 2000
-----------------------------------
WALTER BELLEVILLE
/s/Gideon Argov Director June 23, 2000
-----------------------------------
GIDEON ARGOV
/s/Thomas V. Chema Director June 23, 2000
-----------------------------------
THOMAS V. CHEMA
/s/John H. Dalton Director June 23, 2000
-----------------------------------
JOHN H. DALTON
/s/James A. Lawrence Director June 23, 2000
-----------------------------------
JAMES A. LAWRENCE
/s/Michel Glouchevitch Director June 23, 2000
-----------------------------------
MICHEL GLOUCHEVITCH
/s/William J. Recker Director June 23, 2000
-----------------------------------
WILLIAM J. RECKER
</TABLE>
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INDEPENDENT AUDITORS' REPORT
To the Stockholders and the Board of Directors of TransTechnology Corporation:
We have audited the consolidated financial statements of TransTechnology
Corporation and subsidiaries as of March 31, 2000 and 1999, and for each of the
three years in the period ended March 31, 2000, and have issued our report
thereon dated May 18, 2000; such consolidated financial statements and report
are included in your 2000 Annual Report and are incorporated herein by
reference. Our audits also included the financial statement schedule of
TransTechnology Corporation, listed in Item 14. This financial statement
schedule is the responsibility of the Corporation's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
May 18, 2000
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TRANSTECHNOLOGY CORPORATION
SCHEDULE II
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR YEARS ENDED MARCH 31, 2000, 1999 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING OF COSTS AND OTHER AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
------------------------- ----------------- --------------- --------------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
2000
----
Allowances for
doubtful accounts
and sales returns $ 240 $ 778 $ 488 (A) $ 377 $ 1,129
Inventory reserves $ 4,715 $ 3,305 $ 466 $ 2,705 $ 5,781
Environmental
reserves $ 2,140 $ 201 - $ 427 $ 1,914
1999
----
Allowances for
doubtful accounts
and sales returns $ 556 $ 230 $ 40 (B) $ 586 $ 240
Inventory reserves $ 6,382 $ 1,432 - $ 3,099 $ 4,715
Environmental
reserves $ 3,141 $ 479 - $ 1,480 $ 2,140
1998
----
Allowances for
doubtful accounts
and sales returns $ 588 $ 537 $ 20 (C) $ 589 $ 556
Inventory reserves $ 6,363 $ 1,014 - $ 995 $ 6,382
Environmental
reserves $ 3,177 $ 642 - $ 678 $ 3,141
</TABLE>
(A) Amount represents balance acquired from Tinnerman and Ellison
acquisitions.
(B) Amount represents balances acquired from ARM and NORCO, Inc.
acquisitions.
(C) Amount represents balance acquired from TCR Corporation
acquisition.
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
Sequentially
Numbered
------------
<S> <C> <C>
3.1 Certificate of Incorporation of the Company.(1) --
3.2 Bylaws of the Company Amended and Restated as of April 15, 1999. (13) --
10.1 1996 - 1998 Incentive Compensation Plan of the Company.(10) --
10.2 Amended and Restated 1992 Long Term Incentive Plan of the Company.(2) --
10.3 Form of Incentive Stock Option Agreement.(2) --
10.4 Form of Director Stock Option Agreement.(3) --
10.5 Form of Restricted Stock Award Agreement used under the Company's Amended and
Restated 1992 Long Term Incentive Plan.(4) --
10.6 Indemnification Agreement dated February 11, 1987 between the Company and each of
its officers and directors. (5) --
10.7 Executive Life Insurance Plan.(6) --
10.8 Amended and Restated Credit Agreement dated as of June 30, 1995 and amended and
restated as of July 24, 1998 between the Company and BankBoston, N.A. (13) --
10.9 Amendment Agreement No. 1 to the Amended and Restated Credit Agreement dated
as of August 21, 1998 between the Company and BankBoston, N.A. (13) --
10.10 Amendment Agreement No. 2 to the Amended and Restated Credit Agreement dated
as of November 27, 1998 between the Company and BankBoston, N.A. (13) --
10.11 Amendment Agreement No. 3 to the Amended and Restated Credit Agreement dated
as of December 23, 1998 between the Company and BankBoston, N.A. (13) --
10.14 Form of Executive Severance Agreement with Officers of the Company.(10) --
10.15 Form of Executive Severance Agreement with Subsidiary Presidents. (10) --
10.16 Form of Executive Severance Agreement with Division Presidents.(10) --
10.17 Form of Executive Severance Agreement with Overseas Subsidiary Managing Directors.(10) --
10.18 Form of First Amendment to Executive Severance Agreement with Officers of the Company.(11) --
10.19 Form of First Amendment to Executive Severance Agreement with Subsidiary Presidents.(11) --
10.20 Form of First Amendment to Executive Severance Agreement with Division Presidents.(11) --
10.21 Form of First Amendment to Executive Severance Agreement with Overseas Subsidiary
Managing Directors.(11) --
10.22 Consulting Agreement with John Dalton. (13) --
</TABLE>
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<TABLE>
<CAPTION>
Page
Sequentially
Numbered
------------
<S> <C> <C>
10.23 1999-2001 Incentive Compensation Plan of the Company. (13) --
10.24 1998 Non-Employee Directors' Stock Option Plan of the Company.(12) --
10.25 Form of Stock Option Agreement used under the Company's 1998 Non-Employee
Directors' Stock Option Plan. (13) --
10.26 1999 Long Term Incentive Plan of the Company. (13) --
10.27 Form of Stock Option Agreement used under the Company's 1999 Long Term
Incentive Plan. --
10.28 Form of Restricted Stock Award Agreement used under the Company's 1999
Long Term Incentive Plan. --
10.29 Second Amended and Restated Credit Agreement dated as of June 30, 1995,
amended and restated as of July 24, 1998 and further amended and restated as of
as of August 31, 1999 among TransTechnology Corporation, TransTechnology
Seeger-Orbis GmbH, TransTechnology (GB) Limited, The Lenders referred to
therein, BankBoston, N.A., acting through its London Branch, as Sterling
Fronting Bank, BHF-Bank Aktiengesellschaft, as DM Fronting Bank, ABN AMRO
Bank, N.V., as Syndication Agent, The First National Bank of Chicago, as
Documentation Agent and BankBoston, N.A. as Administrative Agent and
Issuing Bank. (14) --
10.30 Senior Subordinated Note Purchase Agreement dated as of August 31, 1999
among TransTechnology Corporation, the Lenders and Holders referred to
therein and BankBoston, N.A. as Administrative Agent. (14) --
10.31 Warrant Agreement as of August 31, 1999 by and between TransTechnology
Corporation, and State Street Bank and Trust Company as Warrant Agent. (14) --
10.32 Warrant Holders' Agreement by and among TransTechnology Corporation, the
Purchasers named therein and BankBoston, N.A., as Administrative Agent. (14) --
10.33 Registration Rights Agreement dated as of August 31, 1999 by and among
TransTechnology Corporation, the Guarantors named therein and BankBoston, N.A.,
as Administrative Agent. (14) --
10.34 Warrant Escrow Agreement dated as of August 31, 1999 among TransTechnology
Corporation, State Street Bank and Trust Company as Warrant Agent and as Escrow
Agent, and BankBoston, N.A. as Administrative Agent. (14) --
10.35 Exchange Escrow Agreement dated as of August 31, 1999 among TransTechnology
Corporation, State Street Bank and Trust Company as Trustee and as Escrow Agent,
and BankBoston, N.A. as Administrative Agent. (14) --
10.36 Indemnification Agreement dated January 13, 2000 between the Company and each of
its officers and directors. --
13 The Company's 2000 Annual Report. --
21 List of Subsidiaries of the Company. --
27 Financial Data Schedule. --
</TABLE>
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<TABLE>
<CAPTION>
Page
Sequentially
Numbered
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<S> <C> <C>
(1) Incorporated by reference from the Company's Form 8-A Registration Statement
No. 2-85599 dated February 9, 1987. --
(2) Incorporated by reference from the Company's Registration Statement on
Form S-8 No. 333-45059 dated January 28, 1998. --
(3) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1995. --
(4) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1994. --
(5) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1987. --
(6) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1989. --
(7) Incorporated by reference from the Company's Report on Form 8-K
filed on July 14, 1995. --
(8) Incorporated by reference from the Company's Annual Report on Form 10-K for
the Fiscal Year ended March 31, 1996. --
(9) Incorporated by reference from the Company's Report on Form 8-K
filed on April 29, 1997. --
(10) Incorporated by reference from the Company's Annual Report on Form 10-K for
the Fiscal Year ended March 31, 1997. --
(11) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the Quarter ended December 27, 1998. --
(12) Incorporated by reference from the Company's Registration Statement on
Form S-8 No. 333-70877 dated January 20, 1999. --
(13) Incorporated by reference from the Company's Annual Report on Form 10-K for
the Fiscal Year ended March 31, 1999. --
(14) Incorporated by reference from the Company's Report on Form 8-K
filed on November 12, 1999. --
</TABLE>
17
