-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DHjdj3dbS4HzdnLkXD0etk56KdH2d6L1S1SnPvrP6Vc40GoRLABBa+x+zENFddEB MseR6ay1m86kIZ+PNsY/AA== 0000950123-05-010281.txt : 20050824 0000950123-05-010281.hdr.sgml : 20050824 20050824095846 ACCESSION NUMBER: 0000950123-05-010281 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041226 FILED AS OF DATE: 20050824 DATE AS OF CHANGE: 20050824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSTECHNOLOGY CORP CENTRAL INDEX KEY: 0000099359 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 954062211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 051044933 BUSINESS ADDRESS: STREET 1: 700 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 908-688-2440 MAIL ADDRESS: STREET 1: 700 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 FORMER COMPANY: FORMER CONFORMED NAME: SPACE ORDNANCE SYSTEMS INC DATE OF NAME CHANGE: 19740717 10-Q/A 1 y12071a1e10vqza.txt AMENDMENT #1 TO FORM 10-Q: TRANSTECHNOLOGY CORPORATION FORM 10-Q/A-1 -------------------- 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, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 1-7872 ------------------------- TRANSTECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-4062211 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 700 Liberty Avenue 07083 Union, New Jersey (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (908) 688-2440 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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X ___ ___ As of February 4, 2005, the total number of outstanding shares of registrant's one class of common stock was 6,700,560. TRANSTECHNOLOGY CORPORATION FORM 10-Q/A-1 The following items of the Form 10-Q for the quarterly period ended December 26, 2004, previously filed by the Registrant on February 7, 2005, are hereby amended and supplemented. Except for the restatement of the Statements of Consolidated Cash Flows for the nine months ended December 26, 2004 as described in Note 7, no other changes to the consolidated financial statements or notes thereto included in this amendment number 1 on Form 10-Q/A have been made. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ITEM 4. CONTROLS AND PROCEDURES PART II. OTHER INFORMATION ITEM 6. EXHIBITS
EXHIBIT DESCRIPTION 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The following unaudited Statements of Consolidated Operations, Consolidated Balance Sheets, and Statements of Consolidated Cash Flows 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, 2004, 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, as well as the audited financial statements and related notes thereto contained in the Company's Annual Report on Form 10-K filed for the fiscal year ended March 31, 2004. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 3 TRANSTECHNOLOGY CORPORATION STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED) (In Thousands of Dollars, Except Share Data)
THREE MONTHS ENDED NINE MONTHS ENDED ------------------------------------- -------------------------------------- DECEMBER 26, 2004 DECEMBER 28, 2003 DECEMBER 26, 2004 DECEMBER 28, 2003 ----------------- ----------------- ----------------- ----------------- Net sales $ 17,267 $ 16,679 $ 47,064 $ 49,131 Cost of sales 10,049 9,682 27,810 28,029 ----------- ----------- ----------- ----------- Gross profit 7,218 6,997 19,254 21,102 General, administrative and selling expenses 4,411 4,397 12,635 11,699 Interest expense 2,462 2,640 8,143 7,711 Interest income and other expense (income)-net 85 (1,112) 16 (1,318) Loss on extinguishment of debt 2,185 -- 2,185 -- ----------- ----------- ----------- ----------- (Loss) income before income taxes (1,925) 1,072 (3,725) 3,010 (Benefit) provision for income taxes (657) 408 (1,341) 1,144 ----------- ----------- ----------- ----------- Net (loss) income $ (1,268) $ 664 $ (2,384) $ 1,866 =========== =========== =========== =========== Basic (loss) earnings per share: Net (loss) income $ (0.19) $ 0.10 $ (0.36) $ 0.28 =========== =========== =========== =========== Diluted (loss) earnings per share: Net (loss) income $ (0.19) $ 0.10 $ (0.36) $ 0.28 =========== =========== =========== =========== Number of shares used in computation of per share information: (Note 1) Basic 6,701,000 6,669,000 6,684,000 6,655,000 Diluted 6,701,000 6,691,000 6,684,000 6,672,000
See accompanying notes to unaudited consolidated financial statements. 4 TRANSTECHNOLOGY CORPORATION CONSOLIDATED BALANCE SHEETS (In Thousands of Dollars, Except Share Data)
(UNAUDITED) DECEMBER 26, 2004 MARCH 31, 2004 ----------------- -------------- ASSETS Current assets: Cash and cash equivalents $ 153 $ 960 Accounts receivable (net of allowance for doubtful accounts of $20 at December 26, 2004 and $10 at March 31, 2004) 10,852 8,720 Inventories-net 15,748 20,449 Prepaid expenses and other current assets 689 842 Income tax receivable 376 395 Deferred income taxes 3,334 3,334 Real estate held for sale -- 1,432 -------- -------- Total current assets 31,152 36,132 -------- -------- Property, plant and equipment 14,857 13,222 Less accumulated depreciation (11,139) (10,794) -------- -------- Property, plant and equipment - net 3,718 2,428 -------- -------- Other assets: Deferred income taxes 28,227 27,035 Other 11,978 11,614 -------- -------- Total other assets 40,205 38,649 -------- -------- Total $ 75,075 $ 77,209 ======== ======== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Current portion of long-term debt and short term borrowings $ 3,301 $ 79 Accounts payable-trade 3,956 5,224 Accrued compensation 1,629 2,890 Accrued income taxes 1,077 1,566 Accrued interest 624 1,813 Other current liabilities 1,657 2,387 -------- -------- Total current liabilities 12,244 13,959 -------- -------- Long-term debt payable to banks and others 58,450 56,472 -------- -------- Other long-term liabilities 10,385 10,565 -------- -------- Stockholders' deficit: Preferred stock -- authorized, 300,000 shares; none issued -- -- Common stock -- authorized, 14,700,000 shares of $.01 par value; issued 7,090,695 and 7,059,107 at December 26, 2004 and March 31, 2004, respectively 71 71 Additional paid-in capital 75,659 76,728 Accumulated deficit (73,633) (71,249) Unearned compensation (181) (97) -------- -------- 1,916 5,453 Less treasury stock, at cost -- 390,135 shares at December 26, 2004 and 560,964 at March 31, 2004 (7,920) (9,240) -------- -------- Total stockholders' deficit (6,004) (3,787) -------- -------- Total $ 75,075 $ 77,209 ======== ========
See accompanying notes to unaudited consolidated financial statements. 5 TRANSTECHNOLOGY CORPORATION STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED) (In Thousands of Dollars)
NINE MONTHS ENDED AS RESTATED, SEE NOTE 7 DECEMBER 26, 2004 DECEMBER 28, 2003 ----------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (2,384) $ 1,866 Adjustments to reconcile net (loss) income to net cash used in operating activities: Write off of unamortized loan fees 1,438 -- Depreciation and amortization 1,162 1,696 Noncash interest expense 2,510 2,367 Increase in provision for bad debt 12 10 Changes in assets and liabilities: Increase in accounts receivable and other receivables (2,125) (922) Decrease in inventories 4,701 716 (Increase) decrease in deferred taxes net (1,192) 1,024 (Increase) decrease in other assets (174) 214 Decrease in accounts payable (1,268) (1,193) Decrease in accrued compensation (1,261) (868) Decrease in income taxes payable (489) (1,979) Decrease in other liabilities (2,238) (8,869) -------- -------- Net cash used in operating activities (1,308) (5,938) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant and equipment (1,636) (350) Proceeds from sale of real estate 1,331 -- Decrease in notes receivable 25 1,000 -------- -------- Net cash (used in) provided by investing activities (280) 650 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of debt and other short term borrowings (66,216) -- Proceeds from debt and other short term borrowings 69,046 -- Payment of debt issue costs (2,070) -- Exercise of stock options 21 39 -------- -------- Net cash provided by financing activities 781 39 -------- -------- Decrease in cash and cash equivalents (807) (5,249) Cash and cash equivalents at beginning of period 960 7,104 -------- -------- Cash and cash equivalents at end of period $ 153 $ 1,855 ======== ======== Supplemental information: Interest payments 6,109 5,271 Income tax payments 341 2,099 Increase in senior subordinated note and term loans for paid-in-kind interest expense 2,370 2,230 Increase in additional paid-in-capital from warrant put expiration -- 2,184
See accompanying notes to unaudited consolidated financial statements. 6 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands) NOTE 1. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) by the sum of the weighted-average number of shares outstanding plus the dilutive effect of shares issuable through the exercise of stock options and warrants. The components of the denominator for basic earnings (loss) per common share and diluted earnings (loss) per common share are reconciled as follows:
Three Months Ended Nine Months Ended ------------------ ----------------- December 26, December 28, December 26, December 28, 2004 2003 2004 2003 ---- ---- ---- ---- Basic Earnings (Loss) per Common Share: Weighted-average common stock outstanding for basic earnings (loss) per share calculation 6,701 6,669 6,684 6,655 ===== ===== ===== ===== Diluted Earnings (Loss) per Common Share: Weighted-average common shares outstanding 6,701 6,669 6,684 6,655 Stock options and warrants* -- 22 -- 17 ----- ----- ----- ----- Weighted-average common stock outstanding for diluted earnings (loss) per share calculation 6,701 6,691 6,684 6,672 ===== ===== ===== =====
* Not including anti-dilutive stock options totaling 144 and 148 for the three and nine month periods ended December 26, 2004 respectively, and 158 and 255 for the three and nine month periods ended December 28, 2003, respectively. 7 NOTE 2. Stock-Based Compensation Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation", encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. Accordingly, the Company records expense in an amount equal to the excess, if any, of the quoted market price on the grant date over the option price. The following table includes as reported and proforma information required by Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure". Proforma information is based on the fair value method under SFAS No. 123.
Three Months Ended Nine Months Ended ------------------ ----------------- December 26, 2004 December 28, 2003 December 26, 2004 December 28, 2003 ----------------- ----------------- ----------------- ----------------- Net (loss) income as reported $ (1,268) $ 664 $ (2,384) $ 1,866 Add: Stock based employee compensation expense included in reported net (loss) income, net of related tax effects. 36 14 93 42 Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects (79) (61) (199) (174) -------- ------ -------- -------- Proforma net (loss) income $ (1,311) $ 617 $ (2,490) $ 1,734 ======== ====== ======== ======== Basic earnings (loss) per share: As reported $ (0.19) $ 0.10 $ (0.36) $ 0.28 Proforma $ (0.20) $ 0.09 $ (0.37) $ 0.26 Diluted earnings (loss) per share: As reported $ (0.19) $ 0.10 $ (0.36) $ 0.28 Proforma $ (0.20) $ 0.09 $ (0.37) $ 0.26
8 NOTE 3. Inventories Inventories, net of valuation allowances, are summarized as follows:
December 26, 2004 March 31, 2004 ----------------- -------------- Finished goods $ -- $ 1 Work in process 4,275 7,037 Purchased and manufactured parts 11,473 13,411 ------- ------- Total $15,748 $20,449 ======= =======
NOTE 4. Long-term Debt Payable to Banks and Others Long-term debt payable to banks and others, including current maturities consisted of the following:
December 26, 2004 March 31, 2004 ----------------- -------------- Revolving Credit Facility 6.75% $ 222 $ -- Term Loans 8.25-21.25% 61,371 -- Senior Subordinated Notes 19% -- 56,393 Other 158 158 ---------- --------- 61,751 56,551 Less current maturities 3,301 79 ---------- --------- Total long-term debt $ 58,450 $ 56,472 ========== =========
Senior Credit Facility - On November 10, 2004, the Company refinanced and repaid in full the Former Senior Credit Facility (see below) and the Notes (see below) with a $71.5 million, forty-two month, senior credit facility (the "Senior Credit Facility"). The Senior Credit Facility consists of a $10.0 million asset-based Revolving Credit Facility, and three tranches of Term Loans totaling $61.5 million. At December 26, 2004, the Senior Credit Facility has an effective weighted interest rate of approximately 13.7% which is tied to the prime rate. The Term Loans require monthly principal payments of $250,000 over the term of the loan with the balance due at the end of the term. Accordingly, the balance sheet reflects $3.0 million of current maturities due under the Senior Credit Facility. The Senior Credit Facility also contains certain mandatory prepayment provisions which are linked to cash flow and customary financial covenants and events of default. The Senior Credit Facility is secured by all of the Company's assets. The Company recorded a pre-tax charge of $2.2 million relating to the write-off of unamortized debt issue costs and the payment of pre-payment premiums in the quarter ended December 26, 2004. Costs associated with establishing the Senior Credit Facility were $2.2 million and will be amortized over the forty-two month term of the new facility. Former Senior Credit Facility - At the time of the refinancing on November 10, 2004, the Company had a senior credit facility consisting of an $8.0 million asset-based revolving credit facility, which was established in August 2002 (the "Former Senior Credit Facility") to refinance all remaining obligations outstanding under the prior senior credit facility. The Former Senior Credit Facility was amended on August 5, 2003 and was subsequently amended on January 30, 2004 and July 30, 2004, and was repaid in full on November 10, 2004 (see "Senior Credit Facility" 9 above). The maturity date of this facility, as amended, was January 31, 2005, and had an interest rate of 5.75%. The Former Senior Credit Facility was secured by all of the Company's assets. Senior Subordinated Notes - On August 30, 2000, the Company completed a private placement of $75 million of senior subordinated notes (the "Notes") and warrants to purchase shares of the Company's common stock (the "Warrants") to a group of institutional investors (collectively, the "Purchasers"). The Company used the proceeds of the private placement to retire, in full, a $75 million bridge loan held by a group of lenders led by Fleet National Bank. The Notes, as amended in August 2002, were due on August 29, 2005 and bore interest at a rate of 18% per annum consisting of 13% cash interest on principal, payable quarterly, and 5% interest on principal, payable quarterly in "payment-in-kind" ("PIK") promissory notes. The PIK portion of the interest rate increased 0.25% each quarter, commencing December 31, 2002 until the Notes were repaid. Effective October 7, 2004, the Purchasers executed a waiver with respect to our technical compliance with certain financial covenants. At the time of the refinancing on November 10, 2004 described above, the principal balance outstanding on the Notes amounted to $58.7 million, which included the original principal amount plus the PIK notes. As of November 5, 2004, all of the Warrants had been exercised by the Purchasers. NOTE 5. New Accounting Standards In December 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46R, a revision to Interpretation No. 46, "Consolidation of Variable Interest Entities", which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. Interpretation No. 46R clarifies some of the provisions of Interpretation No. 46 and exempts certain entities from its requirements. Interpretation No. 46R was effective for the Company at the end of the first quarter ended June 27, 2004. The adoption of this statement did not have a material impact on the Company's financial position or results of operations. In November 2004, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 151, Inventory Costs. This statement amends the guidance in Accounting Research Bulletin ("ARB") No. 43, Restatement and Revision of Accounting Research Bulletins, Chapter 4 "Inventory Pricing", to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). SFAS No. 151 requires that these items be recognized as current-period charges regardless of whether they meet the definition of "so abnormal" in ARB No. 43. In addition, SFAS No. 151 requires that allocation of fixed overheads to the costs of conversion be based on the normal capacity of production facilities. SFAS No. 151 is effective for the Company for its fiscal year ending March 31, 2006. Management does not believe that the adoption of this statement will have a material impact on the results of its operations. In December 2004, the FASB issued SFAS No. 123 (Revised 2004) "Share-Based Payment" ("SFAS No. 123R") that addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company's equity instruments or that may be settled by the issuance of such equity instruments. SFAS No. 123R addresses all forms of share-based payment awards, including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. SFAS No. 123R eliminates the ability to account for share-based compensation transactions using APB Opinion No. 25, "Accounting for Stock Issued to Employees", that was provided in Statement 123 as originally issued. Under SFAS No. 123R companies are required to record compensation expense for all share based payment award transactions measured at fair value. This statement is effective for quarters ending after June 15, 2005. Management has not yet determined the transition approach in adopting this statement. 10 NOTE 6. Contingencies As previously reported, the Company has been subject to an investigation that was conducted by the Newark, New Jersey office of the United States Attorney with respect to Breeze-Eastern's overhaul and repair operations. The Company has now reached an agreement in principle with the United States Government on the resolution of the civil and contractual aspects of the investigation and has been advised by the United States Attorney that there will be no criminal charges against the Company. Under the agreement in principle, the Company will pay to the United States Government $1.0 million in three installments. A first installment of $0.1 million will be paid upon finalization of the agreement, a second installment of $0.3 million will be paid on March 30, 2006 and a third and final installment of $0.6 million will be paid on September 30, 2006. The Company has recorded a pre-tax charge of $1.2 million relating to the settlement and associated costs in the fourth quarter of fiscal 2005. The Company sold the assets of its Breeze Industrial Products (BIP) division in July 2001. As part of that transaction, the Company sold the land and building occupied by the BIP operation to the Indiana County (PA) Development Corporation (ICDC) for $2,000,000. The ICDC, in turn, entered into a lease of the facility in September 2001 with BIP as lessee for an initial term of five years and up to four additional five-year terms. The lease contains an option for BIP to purchase the property from ICDC at the end of the first term for $1,500,000 (the appraised value of the property in July 2001). In the event that BIP does not exercise the purchase option or the renewal option at the end of the initial term, ICDC, upon proper notification, can require the Company to repurchase the property for $1,000,000, of which $500,000 is contractually required to be maintained on deposit with banks located in Indiana County, Pennsylvania. The Company considers a decision by BIP to vacate the location in Saltsburg, Pennsylvania to be unlikely as this is a manufacturing facility with sophisticated machinery, an established well-trained work force, dependable suppliers, and excellent distribution access. In the event that the facility is presented for repurchase, management is confident that the repurchase would not have a material effect on the Company's financial position or cash flows and the facility can be resold for at least the repurchase price. The Company is also engaged in various other legal proceedings incidental to its business. Management is of the opinion that, after taking into consideration information furnished by our counsel, the above matters will have no material effect on the consolidated financial position or the results of our operations in future periods. NOTE 7. Restatement Subsequent to the issuance of the Company's unaudited consolidated financial statements for the nine months ended December 26, 2004, management determined that the Company's statement of consolidated cash flows for the nine months ended December 26, 2004 should be restated to reclassify $0.7 million from "net cash provided by financing activities" to "net cash used in operating activities" as the charges relate to the extinguishment of debt. The restatement does not affect the total net change in cash and cash equivalents for nine months ended December 26, 2004 and has no impact on the Company's results of operations, financial position or earnings per share amounts. 11
For the Nine Months Then Ended December 26, 2004 (in thousands) As Reported As Restated CASH FLOWS FROM OPERATING ACTIVITIES: Loss on extinguishment of debt $ 2,185 $ -- Write off of unamortized loan fees -- 1,438 Net cash used in operating activities (561) (1,308) CASH FLOWS FROM FINANCING ACTIVITIES: Payment of debt prepayment penalties $ (747) $ -- Net cash provided by financing activities 34 781
ITEM 4. CONTROLS AND PROCEDURES The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the forgoing, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures as of the date of this report were not effective solely because of the material weakness described below. Internal Control Over Financial Reporting: Subsequent to the issuance of the Company's Form 10-Q for the quarterly period ended December 26, 2004, we determined that the Company's statement of consolidated cash flows for the quarterly period ended December 26, 2004 should be restated to reclassify $0.7 million from "net cash provided by financing activities" to "net cash used in operating activities". The restatement does not affect the total net change in cash and cash equivalents for the quarterly period ended December 26, 2004 and has no impact on the Company's statement of consolidated operations, consolidated balance sheet or earnings per share amounts for any period. The restatement was the result of a material weakness in the internal control 12 over financial reporting as the control over the proper classification of cash paid upon the extinguishment of debt did not operate effectively with respect to these specific transactions. In connection with the preparation of this Form 10-Q/A-1 and subsequent filings, we have involved additional personnel in the preparation and review of the statement of consolidated cash flows and believe, as of the date hereof, we have remediated this weakness. There have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15f under the Securities Exchange Act of 1934, as amended) during the third quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting, other than the remedial actions described above. PART II. OTHER INFORMATION ITEM 6. EXHIBITS (a) Exhibits 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRANSTECHNOLOGY CORPORATION (Registrant) Dated: August 12, 2005 By: /s/ Joseph F. Spanier --------------------------------------- Joseph F. Spanier, Vice President, Chief Financial Officer and Treasurer* *On behalf of the Registrant and as Principal Financial and Accounting Officer. 14 EX-31.1 2 y12071a1exv31w1.txt CERTIFICATION EXHIBIT 31.1 CERTIFICATIONS I, Robert L.G. White, certify that: 1. I have reviewed this first amended quarterly report on Form 10-Q/A-1 of TransTechnology Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: August 12, 2005 /s/ Robert L. G. White ------------------------------------- Robert L. G. White President & Chief Executive Officer EX-31.2 3 y12071a1exv31w2.txt CERTIFICATION EXHIBIT 31.2 I, Joseph F. Spanier, certify that: 1. I have reviewed this first amended quarterly report on Form 10-Q/A-1 of TransTechnology Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: August 12, 2005 /s/ Joseph F. Spanier --------------------------------------- Joseph F. Spanier Chief Financial Officer EX-32 4 y12071a1exv32.txt CERTIFICATION EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this first amendment on Form 10-Q/A-1 (the "Amendment") to the Quarterly Report of TransTechnology Corporation (the "Company") for the quarterly period ended December 26, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the date indicated below, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 12, 2005 /s/ Robert L. G. White --------------------------------------------- Robert L.G. White, President & Chief Executive Officer Date: August 12, 2005 /s/ Joseph F. Spanier --------------------------------------------- Joseph F. Spanier, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----