-----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, aP0OAV9pFS96uGZvoEapEEdFavyjDGzQ7ye94uqy4c8ppkEylVpAQRcP7KF+SvzT YkrY/6550Q67KIfS+sVaSw== 0000950123-95-000008.txt : 19950112 0000950123-95-000008.hdr.sgml : 19950112 ACCESSION NUMBER: 0000950123-95-000008 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19930802 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950105 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: 95500339 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. 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): AUGUST 2, 1993 ____________ TRANSTECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-7872 95-4062211 (State or other (Commission File (I.R.C. 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 THE PALNUT PLANT OF THE TRW FASTENERS DIVISION Independent Auditors' Report .................................................. 3 Balance Sheets ................................................................ 4 Statements of Operations and TRW's Net Investment ............................. 5 Statements of Cash Flows ...................................................... 6 Notes to Financial Statements ................................................. 7 - 9 Unaudited Interim Period Balance Sheet ........................................ 10 Unaudited Interim Period Statements of Operations and TRW's Net Investment .... 11 Unaudited Interim Period Statements of Cash Flows .............................. 12 Notes to Unaudited Interim Period Financial Statements ........................ 13 (B) PRO-FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction .................................................................. 14 Balance Sheet at June 27, 1993 ................................................ 15 Statement of Operations for the Three Months Ended June 27, 1993 .............. 16 Notes to Pro Forma Condensed Combined Financial Statements for the Interim Period ended June 27, 1993 ................................. 17 Statement of Operations for the Twelve Months Ended March 31, 1993 ........... 18 Notes to Pro Forma Condensed Combined Statement of Operations for the Twelve Months Ended March 31, 1993 ................................. 19
(C) OTHER EXHIBITS (1) Agreement of Purchase and Sale dated as of June 4, 1993 between the Company and TRW (Incorporated by reference) (2) Third Amendment to the Revolving Loan and Security Agreement between TransTechnology and National Bank of Canada (Incorporated by reference to the Company's Annual Report on form 10-K for the fiscal year ended March 31, 1993) 2 3 [LETTERHEAD, DELOITTE & TOUCHE LLP] INDEPENDENT AUDITORS' REPORT To the Board of Directors of TransTechnology Corporation: We have audited the accompanying balance sheets of The Palnut Plant of the TRW Fasteners Division, a division of TRW Inc., as of December 31, 1992 and 1991, and the related statements of operations and TRW's net investment, and of cash flows for each of the three years in the period ended December 31, 1992. These financial statements are the responsibility of the management of The Palnut Plant of the TRW Fasteners Division. 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, such financial statements present fairly, in all material respects, the financial position of The Palnut Plant of the TRW Fasteners Division at December 31, 1992 and 1991, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1992 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared from the separate records maintained by The Palnut Plant of the TRW Fasteners Division and may not necessarily be indicative of the conditions that would have existed or the results of operations if The Palnut Plan of the TRW Fasteners Division had been operated as an unaffiliated company. Portions of certain expenses represent allocations made from corporate-office items applicable to TRW Inc. as a whole. /s/ DELOITTE & TOUCHE LLP - - ------------------------- November 22, 1994 3 4 THE PALNUT PLANT OF THE TRW FASTENERS DIVISION BALANCE SHEETS DECEMBER 31, 1992 AND 1991 - - -------------------------------------------------------------------------------- (IN THOUSANDS)
ASSETS 1992 1991 CURRENT ASSETS: Cash $ 4 $ 9 Accounts receivable (net of allowances of $209 in 1992 and $661 in 1991) 3,248 3,747 Inventories (Note 2) 2,362 1,608 Prepaid expenses and other 60 48 Intercompany receivables -- net (Note 5) 498 648 -------- -------- Total current assets 6,172 6,060 -------- -------- PROPERTY, PLANT AND EQUIPMENT -- At cost: Land and improvements 157 157 Buildings and equipment 3,571 3,618 Machinery and equipment 12,123 12,114 Production tooling 962 931 Construction in progress 1,001 161 -------- -------- Total property, plant and equipment 17,814 16,981 Less accumulated depreciation (11,640) (10,671) -------- -------- Property, plant and equipment -- net 6,174 6,310 -------- -------- OTHER 6 5 -------- -------- TOTAL ASSETS $ 12,352 $ 12,375 ======== ======== LIABILITIES AND TRW'S NET INVESTMENT CURRENT LIABILITIES: Accounts payable -- trade $ 1,624 $ 1,595 Accrued bonus 202 126 Accrued vacation 156 138 Other accrued expenses 334 249 -------- -------- Total current liabilities 2,316 2,108 TRW'S NET INVESTMENT 10,036 10,267 -------- -------- TOTAL LIABILITIES AND TRW'S NET INVESTMENT $ 12,352 $ 12,375 ======== ========
See notes to financial statements. 4 5 THE PALNUT PLANT OF THE TRW FASTENERS DIVISION STATEMENTS OF OPERATIONS AND TRW'S NET INVESTMENT YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990 - - ------------------------------------------------------------------------------------------- (IN THOUSANDS)
1992 1991 1990 SALES $ 26,128 $ 24,943 $ 25,863 COST OF GOODS SOLD 19,224 18,402 18,342 -------- -------- -------- Gross Profit 6,904 6,541 7,521 GENERAL, ADMINISTRATIVE AND SELLING EXPENSES (Note 5) 3,626 3,615 3,786 RESEARCH AND DEVELOPMENT EXPENSES 473 486 455 -------- -------- -------- NET INCOME (Note 3) 2,805 2,440 3,280 TRW'S NET INVESTMENT, BEGINNING OF YEAR 10,267 9,757 10,198 NET INTERCOMPANY TRANSACTIONS (3,036) (1,930) (3,721) -------- -------- -------- TRW'S NET INVESTMENT, END OF YEAR $ 10,036 $ 10,267 $ 9,757 ======== ======== ========
See notes to financial statements 5 6 THE PALNUT PLANT OF THE TRW FASTENERS DIVISION STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990 - - ---------------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS)
1992 1991 1990 CASH FLOWS FROM OPERATING ACTIVITY: Net Income $ 2,805 $ 2,440 $ 3,280 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,017 975 881 Loss on sale of machinery and equipment 9 - 30 Changes in current assets and current liabilities: Accounts receivable 499 (1,221) 1,128 Inventories (754) 104 607 Prepaid expenses and others (12) 26 (36) Intercompany receivable 150 420 (1,239) Other assets (1) (5) 3 Accounts payable - trade 29 118 70 Accrued expenses 179 1 122 ------- ------- ------- Net cash provided by operating activities 3,921 2,858 4,846 ------- ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (890) (956) (1,193) ------- ------- ------- Net cash used in investing activities (890) (956) (1,193) ------- ------- ------- CASH FLOWS USED IN FINANCING ACTIVITIES - Net intercompany transactions (3,036) (1,930) (3,721) NET DECREASE IN CASH (5) (28) (68) CASH, BEGINNING OF YEAR 9 37 105 ------- ------- ------- CASH, END OF YEAR $ 4 $ 9 $ 37 ======= ======= =======
See notes to financial statements. 6 7 THE PALNUT PLANT OF THE TRW FASTENERS DIVISION NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990 - - -------------------------------------------------------------------------------- (IN THOUSANDS) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation - The accompanying financial statements present the financial position, results of operations and cash flows of The Palnut Plant of the TRW Fasteners Division ("Palnut"), a division of TRW, Inc. ("TRW"). Palnut is a manufacturer of specialty metal fasteners and is a supplier to the automotive and general industrial sectors. The financial statements have been prepared from the separate records of the division maintained by Palnut and TRW and may not necessarily be indicative of the conditions that would have existed or the results of operations if Palnut had been operated as an unaffiliated company. Portions of certain expenses represent allocations made from corporate-office items applicable to TRW as a whole. Additionally, net investment activity consists of the net result of Palnut's financing and operating activities with TRW. TRW's Net Investment - The net investment as shown in the accompanying financial statements represents income retained by Palnut since the acquisition by TRW in 1968 and the intercompany account with TRW, which consists of transactions with TRW and its subsidiaries. Inventories - Inventories are valued at the lower of cost or market. Cost is determined using the last-in, first-out (LIFO) method. Cost includes material, labor and manufacturing overhead costs. Property, Plant and Equipment - Property, plant and equipment is recorded at cost. Provisions for depreciation are made on a straight line basis over the estimated useful lives of depreciable assets ranging from 10 to 35 years. Revenues - Revenues are recorded when goods are shipped. 2. INVENTORIES Inventories are summarized as follows at December 31:
1992 1991 Raw materials $ 492 $ 386 Work in progress 1,626 1,085 Finished goods 1,953 1,689 ------- ------- Total inventories valued at current cost 4,071 3,160 Reduction to LIFO valuation (1,709) (1,552) ------- ------- $ 2,362 $ 1,608 ======= =======
7 8 Liquidation of LIFO inventory layers caused by certain inventory reductions increased net income for 1991 and 1990 by $85 and $577, respectively. 3. INCOME TAXES Palnut is included in the consolidated federal income tax return of TRW. TRW's interdivisional tax allocation policy is not to allocate federal income taxes to its divisions or subsidiaries. As such, current and deferred federal income taxes and the related balance sheet effects have not been presented in the accompanying financial statements. This policy also applies to state and local income taxes, therefore, no such amounts have been presented in the accompanying financial statements. However, management estimates that income tax expense would have been $1,066, $927 and $1,246 for the years ended December 31, 1992, 1991 and 1990, respectively, had such taxes been calculated on a stand-alone basis. In February 1992, the Financial Accounting Standards Board (FASB) issued a new standard, Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," which requires the use of the asset and liability approach for financial accounting and reporting for income taxes. Since it is TRW's policy not to allocate income taxes to its divisions or subsidiaries, the adoption of SFAS No. 109 will have no effect on these financial statements. 4. EMPLOYEE BENEFIT PLANS Palnut participates in a defined contribution plan provided by TRW which qualifies under Section 401(k) of the Internal Revenue Code. Contributions related to the 401(k) plan were $188, $193 and $222 in 1992, 1991 and 1990, respectively. Palnut also participates in defined benefit pension plans for both salaried and hourly employees sponsored by TRW. The plans are open to all employees and vest following five years of service. Contributions of $27 were made in 1990. No contributions were made to the plans during 1992 and 1991. 5. RELATED PARTY TRANSACTIONS During the years ended December 31, 1992, 1991 and 1990, Palnut was a party to certain transactions with TRW and its affiliates. These transactions included divisional allocations for shared services, corporate transfers, and sales to various affiliates of TRW. Divisional allocations for services provided amounted to $1,155, $1,677 and $1,268 for the years ended December 31, 1992, 1991 and 1990, respectively. Such services included sales and marketing, finance, human resources and computer services and are included in the general, administrative, and selling expenses in the accompanying statements of operations and TRW's net investment. In addition, $50 in manufacturing management allocations are included in cost of goods sold for the year ended December 31, 1992. Allocations for sales and marketing expenses are based on auto sales, allocations for finance and human resources are fixed amounts and allocations for computer services are based on usage. Management believes these are reasonable allocations of such expenses. Palnut also shares an accounts receivable department with other affiliates within TRW Fasteners Division. Cash transfers relating to accounts receivable are made through an interdivision account. Collections are directly transferred from lock box receipts to TRW through this account. The intercompany receivables related to the divisional allocations and accounts receivable transfers were $374 and $842 at December 31, 1992 and 1991, respectively. 8 9 Accounts payable, employee benefit costs and payroll taxes withheld are settled through the interdivision account maintained with TRW corporate office. The balance in this account is transferred every month to TRW Division Investment control account. At December 31, 1992 and 1991, Palnut owed TRW Corporate $204 and $393, respectively. Intercompany sales for the years ended December 31, 1992, 1991 and 1990 were $669, $495 and $690, respectively. The intercompany receivables related to these sales were $328 and $199 at December 31, 1992 and 1991, respectively. Palnut also received transfers of equipment from various TRW divisions which were recorded at the net book value at the time of transfer. Capital expenditures for the years ended December 31, 1992 and 1990 include $14 and $28, respectively, of equipment transfers at net book value. 6. SUBSEQUENT EVENTS On August 2, 1993, TRW entered into an agreement with TransTechnology Corporation to sell substantially all of the assets and business of Palnut. The accompanying financial statements do not reflect any adjustments as a result of such a sale to TransTechnology Corporation. * * * * * * 9 10 THE PALNUT PLANT OF THE TRW FASTENERS DIVISION INTERIM PERIOD BALANCE SHEET July 2,1993 (Unaudited) (In Thousands of Dollars)
ASSETS Current Assets: Cash $ 16 Accounts Receivable (Net of Allowance for Doubtful Accounts of $30) 5,385 Inventories 2,668 Prepaid Expenses and Other 57 ------- Total Current Assets 8,126 ------- Property Plant and Equipment - at Cost: Land and Improvements 157 Building 4,247 Machinery & Equipment 12,295 Production Tooling 962 Construction in Progress 618 ------- Total Property, Plant and Equipment 18,279 Less: Accumulated Depreciation (12,061) ------- Property, Plant and Equipment - Net 6,218 ------- Other 12 ------- Total Assets $14,356 ======= LIABILITIES AND TRW'S NET INVESTMENT Current Liabilities: Accounts Payable - Trade $ 1,763 Accrued Bonus 48 Accrued Vacation 236 Other Accrued Expenses 503 Intercompany Payables - Net 216 ------- Total Current Liabilities 2,766 ------- TRW's Net Investment 11,590 ------- Total Liabilities and TRW's Net Investment $14,356 =======
See Notes to Interim Financial Statements 10 11 THE PALNUT PLANT OF THE TRW FASTENERS DIVISION INTERIM PERIOD STATEMENT OF OPERATIONS AND TRW'S NET INVESTMENT For the Six Months Ended July 2, 1993 and June 26, 1992 (Unaudited) (In Thousands of Dollars)
Six Months Ended July 2, 1993 June 26, 1992 Sales $15,010 $13,539 Cost of Goods Sold 10,629 9,933 ------- ------- Gross Profit 4,381 3,606 General Administrative, Selling and Other Expenses 2,070 1,563 Research and Development Expenses 285 250 ------- ------- Net Income 2,026 1,793 TRW's Net Investment, Beginning of Period 10,036 10,267 Net Investment Activity (472) (1,796) ------- ------- TRW's Net Investment, End of Period $11,590 $10,264 ======= =======
See Notes to Interim Financial Statements 11 12 THE PALNUT PLANT OF THE TRW FASTENERS DIVISION INTERIM PERIOD STATEMENT OF CASH FLOWS Six month periods ended July 2, 1993 and June 26, 1992 (Unaudited) (In Thousands of Dollars)
Six Months Ended July 2, 1993 June 26, 1992 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 2,026 $1,793 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation 420 525 Provision for Losses on Accounts Receivable 121 117 Changes in Current Assets and Current Liabilities: Accounts Receivable (2,258) (853) Inventories (306) (709) Prepaid Expenses and Other 3 (9) Other Assets (6) - Accounts Payable - Trade 139 (18) Accrued Compensation (74) 82 Other Current Liabilities 169 732 Intercompany Payables 714 224 ------- ------ Net Cash Provided by Operating Activities 948 1,884 ------- ------ CASH FLOWS FROM INVESTING ACTIVITIES: Capital Expenditures (464) (85) ------- ------ Net Cash Used in Investing Activities (464) (85) ------- ------ CASH FLOWS FROM FINANCING ACTIVITIES - NET: Intercompany Transactions (472) (1,796) ------- ------ NET INCREASE IN CASH 12 3 CASH, BEGINNING OF PERIOD 4 9 ------- ------ CASH, END OF PERIOD $ 16 $ 12 ======= ======
See Notes to Interim Financial Statements 12 13 THE PALNUT PLANT OF THE TRW FASTENERS DIVISION NOTES TO INTERIM FINANCIAL STATEMENTS (Unaudited) Note 1 - Interim Financial Information The financial information included herein as of July 2, 1993 and for for the six months ended July 2, 1993 and June 26, 1992 is unaudited and, in the opinion of management, reflects all adjustments necessary for a fair presentation of the Company's financial position as of that date and the results of operations for those periods. Note 2 - Inventories Inventories are summarized as follows for July 2, 1993: Raw Materials $ 718 Work in Progress 1,118 Finished Goods 2,541 ------ Total Inventories Valued at Current Cost 4,377 Reduction to LIFO Valuation (1,709) ------ $2,668 ======
13 14 PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS INTRODUCTION (Unaudited) The following unaudited Pro Forma Combined Condensed Balance Sheet at June 27, 1993, and the unaudited Pro Forma Combined Condensed Statement of Operations for the three-month period ended June 27, 1993 and the twelve month period ended March 31, 1993, are of TransTechnology Corporation and it's subsidiaries and the Palnut fastener operation, formerly a division of TRW Inc., and purchased by TransTechnology Corporation on August 2, 1993. The pro forma adjustments to the Balance Sheet assumes that the acquisition was consumated at the end of the period being presented. The pro forma adjustments to the Statements of Operations assumes that the acquisition was consumated at the beginning of the period being presented. Palnut's financial data has been adjusted from TRW Inc.'s calendar year-end reporting basis to TransTechnology Corporation's March 31, year-end basis of reporting. 14 15 PRO FORMA CONDENSED COMBINED BALANCE SHEET June 27, 1993 (Unaudited) (In Thousands of Dollars)
Transtechnology Palnut Pro Forma Pro Forma Historical Historical Adjustments Combined Current Assets: Cash $ 237 $ 16 $ 253 Due from (to) Parent (216) $ 216 (B) Accounts Receivable 18,236 5,385 23,621 Income Tax Receivable 50 50 Inventories 34,493 2,668 1,552 (C) 38,713 Prepaid and Other Current Assets 3,900 57 3,957 Deferred Income Taxes 2,101 2,101 Net Assets of Discontinued Businesses 3,393 3,393 ------- ------- ------- -------- Total Current Assets 62,410 7,910 1,768 72,088 ------- ------- ------- -------- Property - at Cost: Land 2,781 157 885 (A) 3,823 Buildings 10,043 4,247 655 (A) 14,945 Machinery & Equipment 24,741 12,295 3,752 (A) 40,788 Furniture & Fixtures 3,508 962 4,470 Leasehold Improvements 710 618 1,328 ------- ------- ------- -------- Total 41,783 18,279 5,292 65,354 Less: accumulated depreciation 21,043 12,061 33,104 ------- ------- ------- -------- Property - Net 20,740 6,218 5,292 32,250 ------- ------- ------- -------- Other Assets: Notes Receivable 5,733 5,733 Costs in Excess of Net Assets of Acquired Businesses 2,666 2,666 Other 6,035 12 2,850 (A) 8,897 ------- ------- ------- -------- Total Other Assets 14,434 12 2,850 17,296 ------- ------- ------- -------- Total Assets $97,584 $14,140 $ 9,910 $121,634 ======= ======= ======= ======== Current Liabilities: Current Portion of Long-Term Debt $ 38 $ 38 Accounts Payable 5,046 $ 1,763 6,809 Accrued Compensation 2,479 284 2,763 Accrued Income Taxes 2,552 2,552 Other Current Liabilities 6,344 503 6,847 ------- ------- ------- -------- Total Current Liabilities 16,459 2,550 19,009 ------- ------- ------- -------- Long-term Debt Payable to Banks and Others 13,680 20,000 (A) 33,680 ------- ------- ------- -------- Other Long-Term Liabilities 5,048 1,500 (A) 6,548 ------- ------- ------- -------- Stockholder's Equity: Common Stock-authorized, 14,700,000 shares of $.01 par value; issued, 5,122,004 shares at June 27, 1993 51 51 Additional Paid-in Capital 44,619 44,619 Retained Earnings 17,727 11,590 (12,926) (A) 17,727 (216) (B) 1,552 (C) ------- ------- ------- -------- Total Stockholders' Equity 62,397 11,590 (11,590) 62,397 ------- ------- ------- -------- Total Liabilities and Stockholder's Equity $97,584 $14,140 $ 9,910 $121,634 ======= ======= ======= ========
See notes to pro forma condensed combined financial statements 15 16 PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For The Three Months Ended June 27, 1993 (Unaudited) (In Thousands of Dollars Except Per Share Amounts)
Transtechnology Palnut Pro Forma Pro Forma Historical Historical Adjustments Combined Total Revenue $24,756 $7,237 $31,993 Cost of sales 17,312 4,982 164 (D) 22,458 ------- ------ ----- ------- Gross Profit 7,444 2,255 (164) 9,535 General Administrative, Selling and Other Expenses 4,836 1,404 6,240 Interest expense 186 0 285 (E) 471 ------- ------ ----- ------- Income Before Income Taxes 2,422 851 (449) 2,824 Provision for income taxes 908 0 151 (F) 1,059 ------- ------ ----- ------- Net Income $ 1,514 $ 851 ($600) $ 1,765 ======= ====== ===== ======= Earnings Per Share: Net Income per Share $ 0.30 $ 0.34 ======= ======= Number of Shares Used in Computation of Per Share Information: 5,122,000 5,122,000
See notes to pro forma condensed combined financial statements 16 17 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS For the Three Month Period Ended June 27, 1993 (Unaudited) (A) Reflects the elimination of Palnuts' retained earnings, the inclusion of acquisition costs and intangibles per the contract, additional long-term debt acquired, record the step-up of fixed assets and establish necessary reserves, assuming the transaction occurred at the end of the period. (B) Reflects the elimination of the due from parent account (intercompany receivable with TRW). (C) Reflects the adjustment necessary to convert the ending Palnut inventory balance from the Last-in, First-out method of valuation to the First-in, First-out method. (D) 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. (E) Represents three months of interest expense on the additional long-term debt recorded at the beginning of the period. (F) Represents the addition to the combined income tax provision for the three-months ended June 27, 1993, due to the inclusion of Palnut. 17 18 PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For The Twelve Months Ended March 31, 1993 (Unaudited) (In Thousands of Dollars Except Per Share Amounts)
Transtechnology Palnut Pro Forma Pro Forma Historical Historical Adjustments Combined Total Revenue $103,123 $27,404 $130,527 Cost of sales 72,093 19,877 $ 657 (A) 92,627 -------- ------- ------- -------- Gross Profit 31,030 7,527 (657) 37,900 General Administrative, Selling and Other Expenses 19,076 4,172 23,248 Environmental charge 4,167 0 4,167 Corporate office relocation 468 0 468 Interest expense 787 0 1,000 (B) 1,787 -------- ------- ------- -------- Income Before Income Taxes 6,532 3,355 (1,657) 8,230 Provision for income taxes 1,328 0 592 (C) 1,920 -------- ------- ------- -------- Net Income 5,204 3,355 (2,249) 6,310 Loss from discontinued operations (less applicable tax benefit of $1,337,000) (71) 0 0 (71) -------- ------- ------- -------- Net Income $ 5,133 $ 3,355 ($2,249) $ 6,239 ======== ======= ======= ======== Earnings Per Share: Income From Continuing Operations $ 1.02 $ 1.24 Loss from Discontinued Operations (0.01) (0.01) -------- -------- Net Income per Share $ 1.01 $ 1.22 ======== ======== Number of Shares Used in Computation of Per Share Information: 5,095,000 5,095,000
See notes to pro forma condensed combined financial statements 18 19 NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the Fiscal Year Ended March 31, 1993 (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, 1993, due to the inclusion of Palnut. 19 20 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: December 14, 1994 TRANSTECHNOLOGY CORPORATION By: /s/ Valentina Doss ----------------------------- Valentina Doss Vice President and Secretary -----END PRIVACY-ENHANCED MESSAGE-----