0000950123-01-506593.txt : 20011009
0000950123-01-506593.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950123-01-506593
CONFORMED SUBMISSION TYPE: 8-K/A
PUBLIC DOCUMENT COUNT: 6
CONFORMED PERIOD OF REPORT: 20010710
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20010924
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TRANSTECHNOLOGY CORP
CENTRAL INDEX KEY: 0000099359
STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420]
IRS NUMBER: 954062211
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 8-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-07872
FILM NUMBER: 1743631
BUSINESS ADDRESS:
STREET 1: 150 ALLEN RD
CITY: LIBERTY CORNER
STATE: NJ
ZIP: 07938
BUSINESS PHONE: 9089031600
MAIL ADDRESS:
STREET 1: 150 ALLEN RD
CITY: LIBERTY CORNER
STATE: NJ
ZIP: 07938
FORMER COMPANY:
FORMER CONFORMED NAME: SPACE ORDNANCE SYSTEMS INC
DATE OF NAME CHANGE: 19740717
8-K/A
1
y53469e8-ka.txt
TRANSTECHNOLOGY CORPORATION
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 10, 2001
--------------------
TransTechnology Corporation
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-7872 95-4062211
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
150 Allen Road, Liberty Corner, New Jersey 07938
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (908) 903-1600
------------------------------
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
2
TRANSTECHNOLOGY CORPORATION
FORM 8-K/A
The Form 8-K filed by the registrant on July 25, 2001 is hereby amended and
supplemented as follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information.
Pro Forma Financial Statements Introduction
Pro Forma Condensed Balance Sheet, dated July 1, 2001
Pro Forma Condensed Statement of Operations for the Three
Months Ended July 1, 2001
Pro Forma Condensed Statement of Operations for the Twelve
Months Ended March 31, 2001
Notes to Pro Forma Condensed Financial Statements
(c) Exhibits.
Exhibit Description
------- -----------
99.1 Pro Forma Financial Statements Introduction
99.2 Pro Forma Condensed Balance Sheet, dated July 1, 2001
99.3 Pro Forma Condensed Statement of Operations for the
Three Months Ended July 1, 2001
99.4 Pro Forma Condensed Statement of Operations for the
Twelve Months Ended March 31, 2001
99.5 Notes to Pro Forma Condensed Financial Statements
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSTECHNOLOGY CORPORATION
By: /s/ Joeseph F. Spanier
---------------------------------------
Its: Chief Financial Officer
--------------------------------------
Date: September 24, 2001
-------------------------------------
EX-99.1
3
y53469ex99-1.txt
PRO FORMA FINANCIAL STATEMENTS INTRODUCTION
1
PRO FORMA FINANCIAL STATEMENTS
INTRODUCTION
On July 10, 2001, the Registrant completed the previously announced sale of its
Breeze Industrial and Pebra hose clamp businesses (the "Businesses") in the U.S.
and Germany, respectively to Industrial Growth Partners and members of the
current management team for approximately $46.2 million in cash (the "Sale").
The unaudited pro forma financial information presented gives effect to the sale
of substantially all of the net assets of the Businesses.
The unaudited pro forma statement of operations is presented for the
twelve-month period ended March 31, 2001 and the three-month period ended July
1, 2001. The pro forma adjustments to the statements of operations assume that
the Sale was consummated on April 1, 2000.
The accompanying pro forma statements of operations include adjustments to
remove the results of operations of the Businesses for the periods presented and
reduce interest expense to the Registrant relating to debt that would have been
paid off from the net proceeds on the assumed date of sale on April 1, 2000.
The accompanying pro forma consolidated balance sheet is shown as of July 1,
2001 and assumes that the Sale was consummated at the date of the balance sheet.
Pro forma adjustments include the elimination of assets and liabilities of sold
Businesses and reduction of debt from the cash proceeds of the Sale.
The unaudited pro forma statements of operations and consolidated balance sheets
are intended for informational purposes only and are not necessarily indicative
of the future results of operations had the Sale taken place on April 1, 2000.
These unaudited pro forma statements of operations, consolidated balance sheet
and the accompanying notes should be read in conjunction with the consolidated
financial statements of the Registrant which are included on Form 10-K for the
year ended March 31, 2001 and the quarterly report on Form 10-Q for the period
ended July 1, 2001.
In the opinion of management, all adjustments have been made that are necessary
to present fairly the pro forma data.
EX-99.2
4
y53469ex99-2.txt
PRO FORMA CONDENSED BALANCE SHEET
1
PRO FORMA CONDENSED BALANCE SHEET
July 1, 2001
(UNAUDITED)
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
TRANSTECHNOLOGY
CORPORATION PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS CONDENSED
------------ ------------ -------------
CURRENT ASSETS:
Accounts receivable $ 53,838 $ (5,719) $ 48,119
Inventories 59,752 (5,749) 54,003
Other current assets 9,700 (45) 9,655
------------ ------------ -------------
Total current assets 123,290 (11,513) 111,777
Property, plant and equipment 149,184 (21,936) 127,248
Less accumulated depreciation and amortization 68,747 (11,076) 57,671
------------ ------------ -------------
Property - net 80,437 (10,860) 69,577
Costs in excess of acquired businesses 138,997 (1,637) 137,360
Other assets 40,332 (132) 40,200
------------ ------------ -------------
TOTAL $ 383,056 $ (24,142) $ 358,914
============ ============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Callable long term debt $ 266,401 $ (47,385) $ 219,016
Other current liabilities 43,840 6,551 50,391
------------ ------------ -------------
Total current liabilities 310,241 (40,834) 269,407
Other long-term liabilities 21,653 (782) 20,871
STOCKHOLDERS' EQUITY
Common stock 67 - 67
Additional paid-in capital 78,091 - 78,091
Notes receivable from officers (191) - (191)
(Accumulated deficit) retained earnings (9,640) 16,519 6,879
Accumulated other comprehensive loss (7,873) 955 (6,918)
Unearned compensation (221) - (221)
Less treasury stock, at cost (9,071) - (9,071)
------------ ------------ -------------
Total stockholders' equity 51,162 17,474 68,636
------------ ------------ -------------
TOTAL $ 383,056 $ (24,142) $ 358,914
============ ============ =============
EX-99.3
5
y53469ex99-3.txt
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
1
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JULY 1, 2001
(UNAUDITED)
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
TRANSTECHNOLOGY
CORPORATE PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
-------------- ----------- ---------
Net sales $ 79,005 $ (10,979) $ 68,026
Cost of sales 56,603 (7,694) 48,909
-------------- ----------- ---------
Gross profit 22,402 (3,285) 19,117
General, administrative and selling expenses 11,987 (949) 11,038
Interest expense 8,097 (1,020) 7,077
Interest income (30) - (30)
Other income - net (10) 1 (9)
Forbearance fees 1,059 - 1,059
Provision for impairment of corporate assets - - -
-------------- ----------- ---------
Income (loss) before income taxes 1,299 (1,317) (18)
Provision (benefit) for income taxes 493 (500) (7)
-------------- ----------- ---------
Net income (loss) $ 806 $ (817) $ (11)
============== =========== =========
Loss per share
-
Basic $ 0.13 $ (0.00)
Diluted $ 0.13 $ (0.00)
Weighted -average basic shares outstanding 6,172 6,172
Weighted - average diluted shares outstanding 6,183 6,172
EX-99.4
6
y53469ex99-4.txt
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
1
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED MARCH 31, 2001
(UNAUDITED)
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
TRANSTECHNOLOGY NON-RECURRING
CORPORATE PRO FORMA GAIN ON
HISTORICAL ADJUSTMENTS SALE PRO FORMA
------------------ ------------ ----------- -------------
Net sales $ 328,071 $ (44,972) $ 283,099
Cost of sales 239,517 (33,099) 206,418
Plant consolidation charge 2,113 - 2,113
------------------ ------------ ----------- -------------
Gross profit 86,441 (11,873) - 74,568
General, administrative and selling expenses 59,617 (4,005) 55,612
Interest expense 34,420 (4,348) 30,072
Interest income (114) - (114)
Other income - net (1,747) 1 (1,746)
Provision for impairment of business units assets 67,879 - 67,879
Provision for impairment of corporate assets 10,208 - 10,208
(Gain) loss on sale of Hose Clamp businesses - - $ (24,613) (24,613)
------------------ ------------ ----------- -------------
Income (loss) before income taxes (83,822) (3,521) 24,613 (62,730)
Provision (benefit) for income taxes (10,852) (1,338) 9,353 (2,837)
------------------ ------------ ----------- -------------
Net income (loss) $ (72,970) $ (2,183) $ 15,260 $ (59,893)
================== ============ =========== =============
Loss per share
-
Basic $ (11.83) $ (9.71)
Diluted $ (11.83) $ (9.71)
Weighted -average basic shares outstanding 6,167 6,167
Weighted - average diluted shares outstanding 6,167 6,167
EX-99.5
7
y53469ex99-5.txt
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
1
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
July 1, 2001
1. Assets and liabilities of the businesses sold have been eliminated as
if the sale was consummated on July 1, 2001.
2. Debt has been reduced from proceeds from the sale assuming it was
consummated on July 1, 2001.
2
NOTES TO PRO FORMA STATEMENT OF CONSOLIDATED OPERATIONS
For the Three Months Ended July 1, 2001
1. The operating results of the Breeze Industrial and Pebra divisions have
been eliminated as if the Sale was consummated on April 1, 2000.
2. Pro forma interest expense reductions are calculated assuming $46.2
million of debt was paid off on April 1, 2000. Interest expense
reductions are calculated using actual interest rates on debt
outstanding during the three months ended July 1, 2001.
3. Tax effects of pro forma adjustments are calculated at statutory rates
in effect during the period.
3
NOTES TO PRO FORMA STATEMENT OF CONSOLIDATED OPERATIONS
For the Year Ended March 31, 2001
1. The operating results of the Breeze Industrial and Pebra divisions have
been eliminated as if the Sale was consummated on April 1, 2000.
2. Pro forma interest expense reductions are calculated assuming $46.2
million of debt was paid off on April 1, 2000. Interest expense
reductions are calculated using actual interest rates on debt
outstanding during the year ended March 31, 2001.
3. Tax effects of pro forma adjustments are calculated at statutory rates
in effect during the period.