-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, YsZEPMOTo0qkjfnFF2FacdcR/6b/KatFWVedTBW9sCPGzkgsQTRNZb3CaqKE+bFa AwrP78vV78675HRBtagmDQ== 0000950123-94-001775.txt : 19941110 0000950123-94-001775.hdr.sgml : 19941110 ACCESSION NUMBER: 0000950123-94-001775 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941104 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSTECHNOLOGY CORP CENTRAL INDEX KEY: 0000099359 STANDARD INDUSTRIAL CLASSIFICATION: 3577 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: 94557545 BUSINESS ADDRESS: STREET 1: 700 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 908-964-5666 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 8-K/A 1 TRANSTECHNOLOGY CORP. - FORM 8-K/A CURRENT REPORT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): SEPTEMBER 12, 1994 ------------- TRANSTECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-7872 95-4062211 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification incorporation) Number)
700 Liberty Avenue 07083 Union, New Jersey (Zip Code) (Address of principal executive offices)
(908) 964-5666 (Registrant's telephone number, including area code) 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS INDEX : ------- (a) HISTORICAL FINANCIAL INFORMATION OF INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES ------------------------------------------------------------------------------------ Report of Independent Public Accountants .................................... 3 Combined Balance Sheets .................................................... 4 Combined Statements of Operations ........................................... 5 Combined Statements of Cash Flows .......................................... 6 Combined Statements of Owners' Equity ...................................... 7 Notes to Combined Financial Statements .................................... 8 - 12 (b) PRO-FORMA CONDENSED COMBINED FINANCIAL INFORMATION -------------------------------------------------- Introduction ............................................................... 13 Balance Sheet at June 26, 1994 ............................................ 14 Statement of Operations for the Three Months Ended June 26, 1994 .......... 15 Notes to Pro Forma Condensed Combined Financial Statements for the Interim Period ended June 26,1994 .............................. 16 Statement of Operations for the Twelve Months Ended March 31, 1994 ......... 17 Notes to Pro Forma Condensed Combined Statement of Operations for the Twelve Months Ended March 31, 1994 ............................ 18 (c) OTHER EXHIBITS -------------- (1) Stock and Asset Purchase Agreement dated as of September 12, 1994 * between the Company and Vincent A. Stabile, Antoinette D. Stabile and Madeline C. Stabile. (2) Fifth Amendment to the Revolving Loan and Security Agreement * between TransTechnology and National Bank of Canada.
* Incorporated by reference to Resistrant Form 8-K dated September 12, 1994. 2 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Stockholders Industrial Retaining Ring Company We have audited the accompanying combined balance sheets of INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES as of December 31, 1993 and 1992, and the related combined statements of operations, cash flows and owners' equity for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Industrial Retaining Ring Company and Affiliates as of December 31, 1993 and 1992, and their results of operations and cash flows for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. J.H. COHN & COMPANY Roseland, New Jersey October 17, 1994 -3- 4 INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES COMBINED BALANCE SHEETS DECEMBER 31, 1993 AND 1992 AND JUNE 30, 1994 (In Thousands of Dollars)
December 31, June -------------------- ASSETS 30, 1994 1993 1992 ------ -------- ------ ------ (Unaudited) Current assets: Cash $ 156 $ 182 $ 278 Accounts receivable 960 778 861 Inventories 2,835 2,719 2,627 Prepaid expenses and other current assets 34 41 44 ------ ------ ------ Total current assets 3,985 3,720 3,810 Property, plant and equipment, at cost, net of accumulated depreciation 264 263 268 Cash surrender value of officers' life insurance 570 551 515 ------ ------ ------ Totals $4,819 $4,534 $4,593 ====== ====== ====== LIABILITIES AND OWNERS' EQUITY ------------------------------ Current liabilities: Accounts payable $ 38 $ 36 $ 94 Accrued expenses and sundry liabilities 52 38 39 ------ ------ ------ Total current liabilities 90 74 133 Pension liability 133 133 78 ------ ------ ------ Total liabilities 223 207 211 ------ ------ ------ Owners' equity: Common stock 165 165 165 Retained earnings 4,424 4,155 4,196 Partners' capital 7 7 21 ------ ------ ------ Total owners' equity 4,596 4,327 4,382 ------ ------ ------ Totals $4,819 $4,534 $4,593 ====== ====== ======
See Notes to Combined Financial Statements. -4- 5 INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES COMBINED STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 AND SIX MONTHS ENDED JUNE 30, 1994 AND 1993 (In Thousands of Dollars)
Six Months Ended Years Ended June 30, December 31, ------------------ --------------------------------- 1994 1993 1993 1992 1991 ----- ------ ------ ------ ------ (Unaudited) Net sales $4,670 $4,505 $8,267 $7,867 $7,486 Cost of goods sold 1,395 1,504 2,647 2,209 2,153 ------ ------ ------ ------ ------ Gross profit 3,275 3,001 5,620 5,658 5,333 ------ ------ ------ ------ ------ Operating expenses: Selling 318 314 587 584 519 General and administrative 183 197 381 368 333 ------ ------ ------ ------ ------ Totals 501 511 968 952 852 ------ ------ ------ ------ ------ Income from operations 2,774 2,490 4,652 4,706 4,481 Provision for state income tax - current 73 239 447 435 418 ------ ------ ------ ------ ------ Net income $2,701 $2,251 $4,205 $4,271 $4,063 ====== ====== ====== ====== ======
See Notes to Combined Financial Statements. -5- 6 INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES COMBINED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 AND SIX MONTHS ENDED JUNE 30, 1994 AND 1993 (In Thousands of Dollars)
Six Months Ended Years Ended June 30, December 31, ------------------- ---------------------------------- 1994 1993 1993 1992 1991 ------ ------ ------ ------ ------ (Unaudited) Operating activities: Net income $2,701 $2,251 $4,205 $4,271 $4,063 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 25 25 51 44 66 Changes in operating assets and liabilities: Accounts receivable (182) (11) 83 (87) 38 Inventories (116) (92) (282) (109) Prepaid expenses and other current assets 7 24 3 27 499 Accounts payable 2 (61) (58) 68 (125) Accrued expenses and sundry liabilities 14 10 (1) 3 (4) Other liabilities 55 44 34 ------ ------ ------ ------ ------ Net cash provided by operating activities 2,451 2,238 4,246 4,088 4,462 ------ ------ ------ ------ ------ Investing activities: Purchase of property, plant and equipment (26) (26) (46) (134) (65) Cash surrender value of officers' life insurance (19) (20) (36) (34) (35) ------ ------ ------ ------ ------ Net cash used in in- vesting activities (45) (46) (82) (168) (100) ------ ------ ------ ------ ------ Financing activities - distri- butions (2,432) (2,300) (4,260) (3,732) (4,414) ------ ------ ------ ------ ------ Net increase (decrease) in cash (26) (108) (96) 188 (52) Cash, beginning of period 182 278 278 90 142 ------ ------ ------ ------ ------ Cash, end of period $ 156 $ 170 $ 182 $ 278 $ 90 ====== ====== ====== ====== ====== Supplemental disclosure of cash flow data: State income taxes paid $ 53 $ 211 $ 442 $ 393 $ 419 ====== ====== ====== ====== ======
See Notes to Combined Financial Statements. -6- 7 INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES COMBINED STATEMENTS OF OWNERS' EQUITY YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 AND SIX MONTHS ENDED JUNE 30, 1994 (In Thousands of Dollars)
Common Retained Partners' Stock Earnings Capital Total ------- -------- --------- ------- Balance, January 1, 1991 $165 $4,026 $ 3 $4,194 Net income 4,044 19 4,063 Distributions (4,400) (14) (4,414) ---- ------ --- ------ Balance, December 31, 1991 165 3,670 8 3,843 Net income 4,246 25 4,271 Distributions (3,720) (12) (3,732) ---- ------ --- ------ Balance, December 31, 1992 165 4,196 21 4,382 Net income 4,179 26 4,205 Distributions (4,220) (40) (4,260) ---- ------ --- ------ Balance, December 31, 1993 165 4,155 7 4,327 Net income (unaudited) 2,689 12 2,701 Distributions (unaudited) (2,420) (12) (2,432) ---- ------ --- ------ Balance, June 30, 1994 (unaudited) $165 $4,424 $ 7 $4,596 ==== ====== === ======
See Notes to Combined Financial Statements. -7- 8 INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES NOTES TO COMBINED FINANCIAL STATEMENTS Note 1 - Summary of significant accounting policies: Principles of combination: The accompanying combined financial statements include the accounts of Industrial Retaining Ring Company ("IRR") and its affiliates, Retainers, Inc. ("Retainers") and Industrial Advertising ("Advertising"), all of which are owned by members of the same family. Accordingly, the financial statements have been combined on the basis of common ownership and control. As used herein, the "Company" refers to IRR, Retainers and Advertising, collectively. IRR engages in the manufacture and sale of metal retaining rings to customers located primarily throughout the United States. Retainers leases real property to IRR and Advertising provides services to IRR. All significant intercompany accounts and transactions have been eliminated in combination. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company maintains its cash in bank deposit accounts which, at times, may exceed Federally insured limits. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising IRR's customer base, their disposition across different geographic areas, and generally short payment terms. In addition, IRR routinely assesses the financial strength of its customers. Inventories: Inventories are stated at the lower of cost (first-in, first-out basis) or market. Depreciation: Provision is made for depreciation of property, equipment and improvements on straight-line and declining balance methods by annual charges to operations calculated to absorb costs of assets over their estimated useful lives. Income taxes: IRR has elected to be treated as an "S" Corporation under the applicable sections of the Internal Revenue Code and files a separate "S" Corporation tax return on a calendar year basis. Under these sections, corporate income or loss, in general, is allocated to the stockholders for inclusion in their personal income tax returns. Advertising files a separate partnership tax return on a calendar year basis. Accordingly, there is no provision for Federal income tax related to IRR and Advertising in the accompanying combined financial statements. Retainers files a separate "C" Corporation Federal income tax return with a fiscal year end of June 30. -8- 9 INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES NOTES TO COMBINED FINANCIAL STATEMENTS Note 1 - Summary of significant accounting policies (concluded): Change in accounting method: In January 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("FAS 109"). The adoption of FAS 109 changed the Company's method of accounting for income taxes from the deferred method to an asset and liability approach. Previously, the Company deferred the past effects of timing differences between financial reporting and taxable income. The asset and liability approach requires deferred income tax assets and liabilities to be computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. The adoption of FAS 109 has been applied prospectively. The cumulative effect of the change in the method of accounting for income taxes on years prior to 1993 is not material. Interim unaudited financial information: The financial information included herein as of June 30, 1994 and for the six months ended June 30, 1994 and 1993 is unaudited and, in the opinion of management, reflects all adjustments (which include only normal recurring accruals) necessary for a fair presentation of the Company's combined financial position as of that date and the combined results of operations for those periods. Note 2 - Inventories: Inventories consist of the following:
December 31, June --------------------- 30, 1994 1993 1992 -------- ------ ------ (In Thousands of Dollars) Raw materials $ 961 $ 999 $ 970 Work-in-process 120 85 94 Finished goods 1,754 1,635 1,563 ------ ------ ------ Totals $2,835 $2,719 $2,627 ====== ====== ======
-9- 10 INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES NOTES TO COMBINED FINANCIAL STATEMENTS Note 3 - Property, plant and equipment: Property, plant and equipment consists of the following:
Range of December 31, Estimated June -------------------- Useful Lives 30, 1994 1993 1992 ------------ -------- ------ ------ (In Thousands of Dollars) Land $ 17 $ 17 $ 17 Building and im- provements 10-32 years 482 482 471 Machinery and equipment 2-10 years 1,055 1,038 1,003 Furniture and fixtures 5-10 years 29 29 29 ------ ------ ------ 1,583 1,566 1,520 Less accumulated depreciation 1,319 1,303 1,252 ------ ------ ------ Totals $ 264 $ 263 $ 268 ====== ====== ======
Note 4 - Accrued expenses and sundry liabilities: Accrued expenses and sundry liabilities consist of the following:
December 31, June ----------------- 30, 1994 1993 1992 -------- ---- ---- (In Thousands of Dollars) Payroll $20 $29 $21 Payroll taxes 10 State income tax 16 14 Other 6 9 4 --- --- --- Totals $52 $38 $39 === === ===
Note 5 - Employee benefit plan: IRR maintains a noncontributory defined benefit pension plan covering all full-time eligible employees. Benefits begin to vest after one year of service and are based on years of service and average annual earnings as defined by the plan. IRR's policy is to fund pension costs by contributing annually at least the minimum amount required by the Employee Retirement Income Security Act of 1974. -10- 11 INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES NOTES TO COMBINED FINANCIAL STATEMENTS Note 5 - Employee benefit plan (concluded): The components of net pension expense (in thousands of dollars) for each of the three years in the period ended December 31, 1993 are as follows:
1993 1992 1991 ---- ---- ---- Service cost for benefits earned during the year $ 76 $ 70 $ 67 Interest cost on projected benefit obligation 165 155 145 Actual return on plan assets (171) (166) (163) Net amortization and deferral (15) (15) (15) ---- ---- ---- Totals $ 55 $ 44 $ 34 ==== ==== ====
The following table (in thousands of dollars) sets forth the funded status of the plan and the amounts recognized by IRR in the combined balance sheets at December 31, 1993 and 1992:
1993 1992 ------ ------ Actuarial present value of benefit obligations: Vested benefits $1,998 $1,728 Nonvested benefits 52 13 Additional amounts related to projected salary increases 265 373 ------ ------ Projected benefit obligation 2,315 2,114 Plan assets at fair value 2,279 2,182 ------ ------ Plan assets in excess of (less than) projected benefit obligation (36) 68 Unrecognized net loss 84 50 Unrecognized transition asset (181) (196) ------ ------ Pension liability $ (133) $ (78) ====== ======
The weighted average discount rate used to determine the actuarial present value of the projected benefit obligation was 8% at December 31, 1993 and 1992. The expected long-term rate of return on plan assets used in determining net pension expense for each of the years in the period ended December 31, 1993 was 8%. The assumed rate of increases in future compensation levels was 6%. Plan assets are primarily invested in fixed income securities. -11- 12 INDUSTRIAL RETAINING RING COMPANY AND AFFILIATES NOTES TO COMBINED FINANCIAL STATEMENTS Note 6 - Common stock: Common stock is comprised of the following:
Amount -------- IRR: No par value; 6,000 shares authorized; 1,500 shares issued $150,000 Retainers: No par value; 1,000 shares authorized; 300 shares issued 15,000 -------- Total $165,000 ========
Note 7 - State income tax: The disproportion provision for state income tax for the six months ended June 30, 1994 is due to the election by IRR, effective January 1, 1994, to be treated as an "S" Corporation for New Jersey state income tax purposes. Deferred state tax assets, resulting from temporary differences attributable to the capitalization of certain inventory overhead costs, and deferred state tax liabilities, resulting primarily from temporary differences attributable to depreciation, are not material. Note 8 - Subsequent event: Effective August 31, 1994, the Company's stockholders/partners sold all of the common shares of IRR and Retainers and the net assets of Advertising for cash and other consideration. * * * -12- 13 PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS INTRODUCTION (Unaudited) The following unaudited Pro Forma Combined Condensed Statement of Operations for the three-month period ended June 26, 1994 and the twelve month period ended March 31, 1994, as well as the Balance Sheet at June 26, 1994 are of TransTechnology Corporation and its subsidiaries and Industrial Retaining Ring Company and Affiliates. All outstanding shares of Industrial Retaining Ring Company and Affiliates were purchased by TransTechnology Corporation effective August 31, 1994. TransTechnology Corporation's fiscal year ends on March 31, and Industrial Retaining Ring Company's fiscal year ends on December 31. The following Pro Forma Condensed Combined Statement of Operations being presented for the twelve month period ended March 31, 1994 combines Industrial Retaining Ring Company and Affiliates twelve months of operations ended December 31, 1993 with TransTechnology Corporations twelve months of operations ended March 31, 1994. Likewise, the March 31, 1994 Pro Forma Condensed Combined Balance Sheet combines Industrial Retaining Ring Companys December 31, 1994 Balance Sheet with TransTechnology Corporations March 31, 1994 Balance Sheet. The pro forma adjustments to the Statements of Operations assume that the acquisition was consummated at the beginning of the period being presented. The pro forma adjustments to the Balance Sheet assume that the acquisition was consummated at the end of the period being presented. 13 14 PRO FORMA CONDENSED COMBINED BALANCE SHEET June 26, 1994 (Unaudited) (In Thousands of Dollars)
Industrial Retaining Ring and TransTechnology Affiliates Pro Forma Pro Forma Current Assets : Historical Historical Adjustments Combined --------------- --------------- --------------- --------------- Cash and Cash Equivalents $1,656 $156 $1,812 Accounts and Notes Receivable 23,800 960 24,760 Inventories 35,584 2,835 123 (A) 38,542 Prepaid and Other Current Assets 11,211 34 115 (A) 11,360 --------------- --------------- --------------- --------------- Total Current Assets 72,251 3,985 238 76,474 --------------- --------------- --------------- --------------- Property - at Cost : Land and Buildings 20,873 499 21,372 Machinery & Equipment 33,564 1,055 1,957 (A) 36,576 Furniture, Fixtures and Leasehold Improvements 4,752 29 4,781 --------------- --------------- --------------- --------------- Total 59,189 1,583 1,957 62,729 Less: Accumulated Depreciation 22,931 1,319 24,250 --------------- --------------- --------------- --------------- Property - Net 36,258 264 1,957 38,479 --------------- --------------- --------------- --------------- Other Assets : Costs in Excess of Net Assets of Acquired Businesses 3,052 10,329 (A) 13,381 Other 12,052 570 12,622 --------------- --------------- --------------- --------------- Total Other Assets 15,104 570 10,329 26,003 --------------- --------------- --------------- --------------- Total Assets $123,613 $4,819 $12,524 $140,956 --------------- --------------- --------------- --------------- Total Current Liabilities $18,985 $90 $19,075 Long-term Debt Payable to Banks and Others 33,158 15,320 (A) 48,478 --------------- --------------- --------------- --------------- Other Long-Term Liabilities 5,551 133 1,800 (A) 7,484 --------------- --------------- --------------- --------------- Stockholder's Equity : Common Stock-authorized, 14,700,000 shares of $.01 par value; issued, 5,122,004 shares at June 27,1993 51 165 (165)(A) 51 Additional Paid-In Capital 45,283 7 (7)(A) 45,283 Retained Earnings 22,947 4,424 (4,237)(A) 22,947 (187)(A) Other Stockholders' Equity (2,362) (2,362) --------------- --------------- --------------- --------------- Total Stockholders Equity 65,919 4,596 (4,596) 65,919 --------------- --------------- --------------- --------------- Total Liabilities and Stockholder's Equity $123,613 $4,819 $12,524 $140,956 --------------- --------------- --------------- ---------------
See notes to pro forma condensed combined financial statements 14 15 PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the Three Months Ended June 26, 1994 (Unaudited) (In Thousands of Dollars Except Per Share Amounts)
Industrial Retaining Ring and TransTechnology Affiliates Pro Forma Pro Forma Historical Historical Adjustments Combined --------------- --------------- --------------- --------------- Total Revenue $27,823 $2,300 $30,172 Cost of Sales 20,462 687 49 (B) 21,198 --------------- --------------- --------------- --------------- Gross Profit 7,361 1,613 8,974 General Administrative, Selling and Other Expenses 4,499 247 65 (B) 4,810 Interest Expense 519 297 (C) 816 --------------- --------------- --------------- --------------- Income from Continuing Operations Before Income Taxes 2,343 1,366 (361) 3,348 Provision for Income Taxes 862 36 374 (D) 1,272 --------------- --------------- --------------- --------------- Income from Continuing Operations 1,481 1,330 (735) 2,076 Discontinued Operations : Loss from Operations (Net of Applicable Tax Benefit of $301) (452) (452) Gain from Disposal Less Applic- able Tax Provision of $29) 43 43 --------------- --------------- --------------- --------------- Net Income $1,072 $1,330 ($735) $1,667 --------------- --------------- --------------- --------------- Earnings Per Share : Income from Continuing Operations $0.29 $0.40 Loss from Discontinued Operations (0.08) (0.08) --------------- --------------- Net Income $0.21 $0.32 --------------- --------------- Number of Shares Used in Computation of Per Share Information : 5,186,000 5,186,000
See notes to pro forma condensed combined financial statements 15 16 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS June 26,1994 (Unaudited) (A) Reflects the elimination of Industrial Retaining Ring Company and Affiliates retained earnings, the inclusion of acquisition costs and intangibles per the contract, additional long-term debt acquired, recording the step-up of fixed assets and establishing necessary reserves, assuming the transaction occurred at the end of the period. (B) Represents three months of amortization expense on the intangibles and three-months of depreciation expense on the stepped-up fixed assets, assuming the acquisition occurred at the beginning of the period. (C) Represents three months of interest expense on the additional long-term debt recorded at the beginning of the period. (D) Represents the addition to the combined income tax provision for the three months ended June 26, 1994 due to the inclusion of Industrial Retaining Ring Company and Affiliates. 16 17 PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the Twelve Months Ended March 31, 1994 (Unaudited) (In Thousands of Dollars Except Per Share Amounts)
Industrial Retaining Ring and TransTechnology Affiliates Pro Forma Pro Forma Historical Historical Adjustments Combined --------------- --------------- --------------- --------------- Total Revenue $111,724 $8,267 $119,991 Cost of Sales 79,065 2,647 196 (A) 81,908 --------------- --------------- --------------- --------------- Gross Profit 32,659 5,620 38,083 General Administrative, Selling and Other Expenses 21,929 968 258 (A) 23,155 Interest Expense 1,370 1,187 (B) 2,557 --------------- --------------- --------------- --------------- Income From Continuing Operations Before Income Taxes 9,360 4,652 (1,446) 12,371 Provision for Income Taxes 3,391 447 863 (C) 4,701 --------------- --------------- --------------- --------------- Income From Continuing Operations 5,969 4,205 (2,309) 7,670 Discontinued Operations : Income from Operations (Net of Applicable Tax Benefit of $544) 155 155 Gain from Disposal (Less Applicable Tax Provision of $306) 760 760 --------------- --------------- --------------- --------------- Net Income $6,884 $4,205 ($2,309) $8,585 --------------- --------------- --------------- --------------- Earnings Per Share : Income From Continuing Operations $1.16 $1.49 Income from Discontinued Operations 0.18 0.18 --------------- --------------- Net Income per Share $1.34 $1.67 --------------- --------------- Number of Shares Used in Computation of Per Share Information : 5,143,000 5,143,000
See notes to pro forma condensed combined financial statements 17 18 NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the Twelve Months Ended March 31,1994 (Unaudited) (A) Represents one year of amortization expense on the intangibles and one year of depreciation expense on the stepped-up fixed assets, assuming the acquisition occurred at the beginning of the period. (B) Represents one year of interest expense on the additional long-term debt recorded at the beginning of the period. (C) Represents the addition to the combined income tax provision for the twelve months ended March 31, 1994, due to the inclusion of Industrial Retaining Ring Company and Affiliates. 18 19 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. Date: November 4, 1994 TRANSTECHNOLOGY CORPORATION /s/ Valentina Doss ------------------ Valentina Doss Vice President & Secretary -19- -----END PRIVACY-ENHANCED MESSAGE-----