-----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, EEmJUVbvqc8kYPu1at9jpeGHydtnIw+J0XGqg9zEz6aiCxiYUM7OqbtU4/Hm0FX/ 6xsl5OAPnfZRhwVe2LNRzA== 0000950123-95-003571.txt : 19951211 0000950123-95-003571.hdr.sgml : 19951211 ACCESSION NUMBER: 0000950123-95-003571 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950630 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951204 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: 95598738 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 CORPORATION 1 [LETTERHEAD OF TRANSTECHNOLOGY CORPORATION] November 30, 1995 BY ELECTRONIC FILING Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20529 RE: TRANSTECHNOLOGY CORPORATION COMMISSION FILE NO. 1-7872 FORM 8K Ladies and Gentlemen: Filed herewith, in electronic format, pursuant to Section 15(d) under the Securities Exchange Act of 1934, is Form 8K of TransTechnology Corporation. Very truly yours, /s/ Chandler J. Moisen ------------------------- Chandler J. Moisen Senior Vice President, Chief Operating Officer & Treasurer c: U.S. Securities & Exchange Commission Operations Center Stop 07 6432 General Green Way Alexandria, VA 22312 Michael J. Berthelot GH:1000 2 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): JUNE 30, 1995 ------------- 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) 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS On its Form 8-K filed July 14, 1995 and Form 8-K/A filed September 11, 1995, TransTechnology Corporation advised the Commission that it would file audited financial statements relating to the acquisition. Attached hereto are the required financial statements. INDEX : (a) HISTORICAL FINANCIAL INFORMATION OF THE SEEGER FASTENER GROUP OF COMPANIES Independent Auditors' Report ............................................. 2 Combined Balance Sheets .................................................. 3 Combined Statements of Operations ........................................ 4 Combined Statements of Stockholder's Equity .............................. 5 Combined Statements of Cash Flows ........................................ 6 Notes to Financial Statements ............................................ 7 - 12 Schedule II - Valuation and Qualifying Accounts .......................... 13 Unaudited Interim Period Combined Balance Sheet .......................... 14 Unaudited Interim Period Combined Statements of Operations ............... 15 Unaudited Interim Period Combined Statements of Stockholders' Equity ..... 16 Unaudited Interim Period Combined Statements of Cash Flows ............... 17 Notes to Unaudited Interim Period Financial Statements ................... 18 (b) PRO-FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction ............................................................. 19 Statement of Operations for the Three Months Ended July 2, 1995 .......... 20 Notes to Pro Forma Condensed Combined Financial Statements for the Interim Period ended July 2,1995 ....................................... 21 Statement of Operations for the Twelve Months Ended March 31, 1995 ....... 22 Notes to Pro Forma Condensed Combined Statement of Operations for the Twelve Months Ended March 31, 1995 ..................................... 23 SIGNATURES ............................................................... 24
(1) 4 ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Stockholders of The Seeger Group: We have audited the accompanying combined balance sheets of The Seeger Group (as defined in Note 1) as of December 31, 1994 and 1993, and the related combined statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of The Seeger Group'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 financial statements referred to above present fairly, in all material respects, the financial position of The Seeger Group as of December 31, 1994 and 1993 and the results of their operations and their cash flows for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule appearing on S-1 is presented for purposes of complying with the Securities and Exchange Commission's rules and is not a required part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Roseland, New Jersey November 8, 1995 (2) 5 THE SEEGER GROUP COMBINED BALANCE SHEETS AS OF DECEMBER 31, 1994 AND 1993 (in thousands)
1994 1993 ---- ---- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,334 $ 2,658 Accounts receivable, less allowance for doubtful accounts of $292 and $203 7,044 4,704 Receivable from affiliates (Note 7) 1,372 877 Inventories (Notes 2 and 3) 15,278 15,216 Prepaid expenses and other current assets 151 218 Deferred income taxes (Note 6) 383 303 ------- ------- Total current assets 25,562 23,976 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation and amortization (Notes 2 and 4) 9,569 9,441 DEFERRED INCOME TAXES (Note 6) 0 126 OTHER ASSETS 49 99 ------- ------- Total assets $35,180 $33,642 ======= =======
1994 1993 ---- ---- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Short-term debt (Note 5) $ 0 $ 4,000 Accounts payable 3,503 1,474 Accrued liabilities 5,336 3,203 Income taxes payable 240 96 Loans payable to affiliates (Notes 2 and 7) 1,493 12,155 Payable to affiliates (Note 7) 2,873 4,022 ------- ------- Total current liabilities 13,445 24,950 ------- ------- LOAN PAYABLE TO AFFILIATE (Note 7) 2,348 0 ------- ------- DEFERRED INCOME TAXES (Note 6) 293 0 ------- ------- LONG-TERM PENSION LIABILITY (Note 10) 6,682 6,698 ------- ------- COMMITMENTS (Notes 8 and 10) STOCKHOLDERS' EQUITY (Notes 1 and 2): Common Stock 9,631 9,630 Contributed capital 7,650 0 Accumulated deficit (3,783) (6,642) Cumulative translation adjustment (1,086) (994) ------- ------- Total stockholders' equity 12,412 1,994 ------- ------- Total liabilities and stockholders' equity $35,180 $33,642 ======= =======
The accompanying notes to combined financial statements are an integral part of these balance sheets. (3) 6 THE SEEGER GROUP COMBINED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993 (in thousands)
1994 1993 ------- ------- NET SALES (Notes 7 and 9) $59,062 $48,911 COSTS OF PRODUCTS SOLD 44,165 37,599 ------- ------- Gross profit 14,897 11,312 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (Notes 7 and 11) 10,438 11,194 ------- ------- Operating income 4,459 118 AFFILIATE INTEREST EXPENSE, net of interest income of $17 and $70 in 1994 and 1993, respectively (Note 7) (736) (1,324) INTEREST EXPENSE (165) (433) INTEREST INCOME 274 138 OTHER INCOME (EXPENSE), net (Note 11) (68) 108 ------- ------- Income (loss) before income taxes 3,764 (1,393) PROVISION FOR INCOME TAXES (Note 6) 905 586 ------- ------- Net income (loss) $ 2,859 $(1,979) ======= =======
The accompanying notes to combined financial statements are an integral part of these statements. (4) 7 THE SEEGER GROUP COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993 (in thousands)
Cumulative Common Contributed Translation Accumulated Stock Capital Adjustment Deficit ------- ----------- ----------- ----------- DECEMBER 31, 1992 $9,630 $ 0 $(1,088) $(4,663) Net loss 0 0 0 (1,979) Translation adjustment 0 0 94 0 ------ ------ ------- ------- DECEMBER 31, 1993 9,630 0 (994) (6,642) Net income 0 0 0 2,859 Translation adjustment 0 0 (92) 0 Effect of including affiliate in combined financial statements (Note 2) 1 7,650 0 0 ------ ------ ------- ------- DECEMBER 31, 1994 $9,631 $7,650 $(1,086) $(3,783) ====== ====== ======= =======
The accompanying notes to combined financial statements are an integral part of these statements. (5) 8 THE SEEGER GROUP COMBINED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993 (in thousands)
1994 1993 ------- ------- CASH FLOWS FORM OPERATING ACTIVITIES: Net income (loss) $ 2,859 $(1,979) Adjustments to reconcile net income (loss) to net cash provided by operating activities- Depreciation and amortization 2,090 2,389 Impact of foreign operations (757) 935 Deferred income taxes 339 265 (Increase) decrease in- Accounts receivable (2,340) 198 Receivable/payable to affiliates (1,644) 6,176 Inventories (62) 1,630 Prepaid expenses and other current assets 67 (399) Other assets 50 4 Increase (decrease) in- Accounts payable 2,029 326 Accrued liabilities 2,133 (1,399) Income taxes payable 144 863 Long-term pension liability (16) 165 ------- ------- Net cash provided by operating activities 4,892 9,174 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES - Increase in property, plant and equipment (1,553) (718) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Net repayments of loans payable to affiliates (8,314) (7,488) Repayment of short-term debt (4,000) (1,010) Effect of including affiliate in combined financial statements (Note 2) 7,651 0 ------- ------- Net cash used in financing activities (4,663) (8,498) ------- ------- Decrease in cash and cash equivalents (1,324) (42) CASH AND CASH EQUIVALENTS, beginning of year 2,658 2,700 ------- ------- CASH AND CASH EQUIVALENTS, end of year $ 1,334 $ 2,658 ======= ======= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid (refunded) during the year for- Interest $ 219 $ 470 Taxes 334 (182) ======= =======
The accompanying notes to combined financial statements are an integral part of these statements. (6) 9 THE SEEGER GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands, except number of shares and par value amounts) (1) BUSINESS: The Seeger Group (the Group) is principally engaged in the manufacture and sale of fasteners and spring pins primarily to trade distributors and the automotive industry. The combined Group consists of Seeger, Inc., Seeger-Orbis GmbH, Anderton International Limited and Seeger-Reno Industria e Commercia Ltda. As of December 31, 1994, each of these entities were directly or indirectly under the common control and ownership of SKF International, Ltd. (SKF). On June 29, 1995, pursuant to an Asset Purchase Agreement, Seeger, Inc. sold substantially all of its assets and liabilities to a subsidiary of TransTechnology Corporation. On the same day, another subsidiary of TransTechnology Corporation, pursuant to a Share Purchase Agreement, acquired all of the outstanding shares of stock of the remaining Group companies (Seeger-Orbis GmbH, Anderton International Limited and Seeger-Reno Industria e Commercia Ltda.). (2) SUMMARY OF ACCOUNTING PRINCIPLES: Principles of Combination- The accompanying combined financial statements, which have been prepared as a result of the acquisition transactions discussed above, include the accounts of the Group. As of December 31, 1994, Seeger-Orbis GmbH owned all of the outstanding common stock of Anderton International Limited and Seeger-Reno Industria e Commercia Ltda. Through September 1994, Seeger-Orbis GmbH owned all of the outstanding common stock of Seeger, Inc. In September 1994, SKF effected a restructuring of the Seeger Group ownership whereby, Seeger-Orbis GmbH sold all of their shares of Seeger, Inc. at its book value of $7,651 to an SKF affiliate. As a result of this transaction, the amount of affiliate loans payable by Seeger-Orbis GmbH to SKF were reduced. In the accompanying 1993 financial statements, the equity of Seeger, Inc., along with Anderton International Limited and Seeger-Reno Industria e Commercia Ltda., is eliminated in the combined financial statements of the Seeger Group as each of these entities was wholly-owned by Seeger-Orbis GmbH. In the accompanying 1994 financial statements, the assets and liabilities of Seeger, Inc. are included in the combined financial statements at their historical carrying amounts as this business was combined to present the financial statements of the businesses acquired pursuant to the transactions discussed above. All intergroup balances and transactions are eliminated in combination. (7) 10 -2- Common Stock- The outstanding common stock of the Group at December 31, 1994 and 1993 is as follows-
Number Common of Shares Par Value Stock --------- --------- ----- 1994- Seeger - Orbis GmbH 2 $0 $9,630 Seeger, Inc. 1,000 1 1 ===== == ------ $9,631 ====== 1993- Seeger Orbis GmbH 2 $0 $9,630 ===== == ======
Cash and Cash Equivalents- The Group considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. Inventories- Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Cost includes material, labor and manufacturing overhead costs. Property, Plant and Equipment- Buildings, furniture and fixtures and machinery and equipment are depreciated on the straight-line method over their estimated useful lives ranging from 4 to 33 years. Leasehold improvements are amortized on a straight-line basis over the life of the lease. Foreign Currency Translation- The assets and liabilities of the foreign group members, other than the foreign group member located in a highly inflationary country, have been translated into U.S. dollars at year-end exchange rates, with resulting translation gains and losses accumulated as a separate component of stockholders' equity. Income and expense items are converted into U.S. dollars at average rates of exchange prevailing during the year. Translation adjustments of the Group member located in a country with a highly inflationary economy, are included as a component of operating income. Income Taxes- Effective January 1, 1993, the Group adopted Statement of Financial Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes." SFAS No. 109 requires a change from the deferred method of accounting for income taxes to the asset and liability method of accounting for income taxes. The adoption of SFAS No. 109 had no material effect on the combined financial statements. (8) 11 -3- (3) INVENTORIES: Inventories at December 31 consisted of the following-
1994 1993 ------- ------- Finished goods $ 8,908 $10,616 Work in process 2,533 1,925 Raw materials 3,523 2,331 Supplies 314 344 ------- ------- Total $15,278 $15,216 ======= =======
(4) PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment at December 31, consists of the following-
1994 1993 -------- -------- Land and buildings $ 11,314 $ 10,066 Machinery and equipment 31,123 28,886 Furniture and fixtures 8,801 7,884 Leasehold improvements 122 17 Construction in progress 1,054 728 -------- -------- 52,414 47,581 Less-Accumulated depreciation (42,845) (38,140) -------- -------- $ 9,569 $ 9,441 ======== ========
(5) SHORT-TERM DEBT: The Group entered into a promissory note with a bank in January, 1993 for $4,000, which was payable on June 30, 1994, and bore interest at the bank's commercial loan rate for short-term borrowings less 1/4%. The note was repaid in full in 1994 via a $1,000 cash payment and a $3,000 short-term loan from a related party (see Note 7). (6) INCOME TAXES: The provision for income taxes is summarized below-
1994 1993 ------ ------ Foreign- Current $1,312 $ 346 Utilization of foreign net operating loss carryforwards (792) 0 ------ ------ 520 346 Deferred 385 240 ------ ------ 905 586 ------ ------ Federal- Current 277 117 Utilization of net operating loss carryforwards (277) (117) ------ ------ 0 0 ------ ------ Total $ 905 $ 586 ====== ======
(9) 12 -4- At December 31, 1994, the Group had net operating loss carryforwards (NOL's) of approximately $12,650 available for U.S. tax purposes and $1,900 available for foreign operations. A full valuation allowance has been recorded against these NOL's as they are not expected to be realized. The components of the net deferred tax asset at December 31, 1994 and 1993 are as follows-
1994 1993 -------- -------- NOL's $ 14,547 $ 16,699 Inventory reserves 1,666 2,145 Other 330 681 -------- -------- 16,543 19,525 Valuation allowance (16,453) (19,086) -------- -------- Net deferred tax asset $ 90 $ 439 ======== ========
(7) RELATED PARTIES: The Group purchases and sells products to nongroup companies under the common control and ownership of SKF. Purchases from SKF entities by the Group for the years ended December 31, 1994 and 1993 were $0 and $1,403, respectively. Sales to SKF entities by the Group for the years ended December 31, 1994 and 1993 were $2,304, and $2,737, respectively. Included in selling, general and administrative expenses for the years ended December 31, 1994 and 1993 is approximately $305 and $196, respectively, representing management charges to the Group by an SKF affiliate and $127 and $132 for 1994 and 1993, respectively, of expenses incurred under an operating lease with an SKF affiliate. The long-term loan payable to affiliate represents an unsecured loan to an SKF affiliate due January 5, 1996 bearing interest at 6.375%. Short-term loans payable to affiliates are payable on demand and bear interest at varying rates. (8) LEASE COMMITMENTS: Rent expense under all leases was $1,128 and $1,062 for 1994 and 1993, respectively. Under noncancellable operating leases with terms greater than one year, the minimum rental, excluding the provision for real estate taxes is as follows- 1995 $1,248 1996 1,177 1997 1,177 1998 1,177 1999 785 ======
(10) 13 -5- (9) GEOGRAPHIC INFORMATION: Results set forth below for foreign operations represents sales and operating income of foreign based Group members-
1994 1993 ------- ------- Net Sales- Domestic operations $13,418 $13,288 Europe 36,628 28,916 Other foreign operations 9,016 6,707 ------- ------- Net sales $59,062 $48,911 ======= ======= Operating Income (Loss)- Domestic operations $ 477 $ 1,096 Europe 3,512 (1,486) Other foreign operations 470 508 ------- ------- Operating income 4,459 118 Interest and other income (expense), net (695) (1,511) ------- ------- Income (loss) before income taxes $ 3,764 $(1,393) ======= ======= Identifiable Assets: Domestic operations $ 6,683 $ 8,189 Europe 23,586 22,303 Other foreign operations 4,911 3,150 ------- ------- Total assets $35,180 $33,642 ======= =======
(10) PENSION PLANS: The Group maintains several defined benefit retirement plans for certain non-U.S. employees. Funding policies are based on local statutes. Net periodic pension cost for the Seeger-Orbis GmbH plan includes the following components-
1994 1993 ------- ------- Service cost $ 67 $ 67 Interest cost 358 369 Net deferral and amortization 100 81 ------- ------- Net periodic pension cost $ 525 $ 517 ======= =======
(11) 14 -6- The following table sets forth the funded status of the plan-
1994 1993 ------- ------- Total accumulated benefit obligation $ 5,871 $ 5,923 ======= ======= Projected benefit obligation $ 5,961 $ 6,152 Fair value of plan assets 0 0 ------- ------- Projected benefit obligation in excess of plan assets 5,961 6,152 Unrecognized net gain 721 546 ------- ------- Unfunded accrued pension cost $ 6,682 $ 6,698 ======= =======
In determining the projected benefit obligation, the discount rate was 3% and 3.5% in 1994 and 1993, respectively, related to the Seeger-Orbis GmbH plan. The Group provides a defined contribution plan covering certain U.S. employees. The Plan has a deferred compensation (401(k)) feature, whereby participants may elect to make voluntary contributions to the Plan with the Group matching 50% of the participants contributions up to 3% of their salary. The Group's total contributions to the plan, charged to operations in the accompanying combined financial statements, amounted to approximately $74 and $69 in 1994 and 1993, respectively, related to the Seeger-Orbis GmbH operations in Germany. Several unions, whose members are employed by the companies in the Group, sponsor pension plans for their members. The Group makes contributions to these plans in accordance with the terms of collective bargaining agreements. The total pension expense for all union plans was approximately $40 and $37 in 1994 and 1993, respectively. Under terms of the Multiemployer Pension Plan Amendments Act of 1980, a contributor to a multiemployer pension plan may be liable, upon withdrawal from the plan or certain other circumstances, for its share of the plan's unfunded vested benefit liability. The information necessary to determine the Group's share of this contingent liability is not presently available from the various union plans. (11) OTHER: Included in selling, general and administrative expense for the year ended December 31, 1993, is an expense of $1,748 representing the costs associated with the closing down of a facility owned by a subsidiary of Seeger-Orbis GmbH. In 1993, the subsidiary was sold to the SKF parent of Seeger-Orbis GmbH for approximately $58. Included in other income (expense), net, for the year ended December 31, 1993 is income of $212, representing a gain on the sale of certain investments in subsidiaries, sold to third parties. (12) 15 THE SEEGER GROUP SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993 (in thousands)
Balance as of Additions Deductions Balance as Beginning Charged to from of End of Description of Year Earnings Reserves Year ----------- ------------- ---------- ---------- ---------- Year Ended December 31, 1993: Allowance for doubtful accounts $ 347 $ 12 $ (156) $ 203 Reserve for inventory market valuations 7,992 465 (604) 7,853 ====== ==== ======= ====== Year Ended December 31, 1994: Allowance for doubtful accounts $ 203 $ 92 $ (3) $ 292 Reserve for inventory market valuations 7,853 201 (1,547) 6,507 ====== ==== ======= ======
S-1 (13) 16 THE SEEGER GROUP INTERIM PERIOD BALANCE SHEET June 30, 1995 (Unaudited) (In Thousands of Dollars) ASSETS : Current Assets : Cash and Cash Equivalents $ 972 Accounts Receivable, less allowance for doubtful accounts of $442 13,533 Receivable from Affiliates 2,759 Inventories 18,935 Prepaid and Other Current Assets 189 ------- Total Current Assets 36,388 ------- Property - at Cost 57,702 Less: Accumulated Depreciation 42,620 ------- Property - Net 15,082 ------- Other Assets 322 ------- Total Assets $51,792 ======= LIABILITIES AND STOCKHOLDERS' EQUITY : Current Liabilities : Short-Term Debt $ 141 Accounts Payable 5,085 Accrued Liabilities 7,234 Income Taxes Payable 1,680 Loans Payable to Affiliates 1,506 Payable to Affiliates 51 ------- Total Current Liabilities 15,697 ------- Long-Term Liabilities 9,251 ------- Deferred Income Taxes 1,759 ------- STOCKHOLDERS' EQUITY : Common Stock 9,631 Additional Paid-in-Capital 14,514 Accumulated deficit 177 Cumulative Translation Adjustment 763 ------- Total Stockholders' Equity 25,085 ------- Total Liabilities and Stockholders' Equity $51,792 =======
See notes to interim combined financial statements (14) 17 THE SEEGER GROUP INTERIM PERIOD COMBINED STATEMENTS OF OPERATIONS For the Six Months Ended June 30, 1995 and June 30, 1994 (Unaudited) (In Thousands of Dollars)
Six Months Ended June 30, 1995 June 30, 1994 NET SALES $39,798 $27,625 COSTS OF PRODUCTS SOLD 28,943 21,321 ------- ------- GROSS PROFIT 10,855 6,304 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 6,510 4,755 ------- ------- OPERATING INCOME 4,345 1,549 AFFILIATE INTEREST EXPENSE (111) (124) INTEREST EXPENSE (87) (390) INTEREST INCOME 69 35 OTHER INCOME (EXPENSE) 2,060 (31) ------- ------- INCOME BEFORE INCOME TAXES 6,276 1,039 PROVISION FOR FOREIGN INCOME TAXES 2,316 104 ------- ------- NET INCOME $ 3,960 $ 935 ======= =======
(15) 18 THE SEEGER GROUP INTERIM PERIOD COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY For the Six Months Ended June 30, 1995 (Unaudited) (In Thousands of Dollars)
Retained Cumulative Earnings Common Contributed Translation (Accumulated Stock Capital Adjustment Deficit) DECEMBER 31, 1994 $9,631 $ 7,650 $(1,086) $(3,783) Net Income (Unaudited) -- -- -- 3,960 Capital Contribution (Unaudited) -- 6,864 -- -- Translation Adjustment (Unaudited) -- -- 1,849 -- ------ ------- ------- ------- JUNE 30, 1995 $9,631 $14,514 $ 763 $ 177 ====== ======= ======= =======
(16) 19 THE SEEGER GROUP INTERIM PERIOD COMBINED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1995 and June 30, 1994 (Unaudited) (In Thousands of Dollars)
Six Months Ended June 30, 1995 June 30, 1994 CASH FLOWS FROM OPERATING ACTIVITIES : Net Income $ 3,960 $ 935 Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities : Depreciation and Amortization 1,045 1,195 Impact of Foreign Operations 531 (559) Gain on sale of fixed assets (2,178) 0 Deferred Income Taxes 1,849 585 (Increase) Decrease in : Accounts Receivable (6,489) (2,952) Receivable / Payable to Affiliates (4,209) (3,278) Inventories (3,657) 1,992 Prepaid and Other Current assets (38) 84 Other Assets (273) 16 Increase (Decrease) in : Accounts Payable 1,582 216 Income Taxes Payable 1,440 140 Accrued Liabilities 1,898 2,180 Long-Term Liabilities (71) (959) ------- ------- Net Cash Used In Operating Activities (4,610) (405) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES - Increase in Property, Plant and Equipment (Net) (422) (359) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES : Net (Repayments) Borrowings of Loans Payable to Affiliates (2,335) 1,836 Borrowings (Repayments) of Short-Term Debt 141 (1,569) Capital Contribution 6,864 0 ------- ------- Net Cash Provided by Financing Activities 4,670 267 ------- ------- Decrease in Cash and Cash Equivalents (362) (497) CASH AND CASH EQUIVALENTS, Beginning of Period 1,334 2,658 ------- ------- CASH AND CASH EQUIVALENTS, End of Period $ 972 $ 2,161 ======= =======
See notes to interim combined financial statements (17) 20 THE SEEGER GROUP NOTES TO INTERIM FINANCIAL STATEMENTS (Unaudited) Note - 1 Interim Financial Information The financial information included herein as of June 30, 1995 and for the six months ended June 30, 1995 and June 30, 1994 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 June 30, 1995 : Raw Materials $ 3,427 Work in Progress 2,605 Finished Goods 12,672 ------- Total Inventories $18,704 =======
Note - 3 Other Income (Expense) Other Income of $2.1 million for the six month period ended June 30, 1995 consisted primarily of a non-cash transaction between the Group and an affiliate of the parent company for the sale of an unused parcel of land. This transaction is of a non-recurring nature Note - 4 Related Parties - Capital Contribution The group reclassified certain loans payable to affiliates and payable to affiliates, of approximately $6.9 million to capital contributed from the parent company during the six months ended June 30, 1995 (18) 21 PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS INTRODUCTION (Unaudited) The following unaudited Pro Forma Combined Condensed Statements of Operations for the three month period ended July 2, 1995, and the twelve month period ended March 31, 1995, are of TransTechnology Corporation and its subsidiaries and the Seeger Group. All outstanding shares of the international members of the Seeger Group, as well as the assets of the domestic member of the Seeger Group, were purchased by TransTechnology Corporation effective June 30, 1995. TransTechnology Corporation's fiscal year ends on March 31, and the Seeger Group'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, 1995 combines the Seeger Group's twelve months of operations ended December 31, 1994 with TransTechnology Corporation's twelve months of operations ended March 31, 1995. The pro forma adjustments to the Statements of Operations assume that the acquisition was consummated at the beginning of the period being presented. (19) 22 PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the Three Months Ended July 2, 1995 (Unaudited) (In Thousands of Dollars Except Per Share Amounts)
TransTechnology Seeger Group Pro Forma Pro Forma Historical Historical Adjustments Combined --------------- ------------ ----------- --------- Total Revenue $26,410 $22,527 ** $48,937 Cost of Sales 17,939 15,002 475(A) 33,416 ------- ------- ------ ------- Gross Profit 8,471 7,525 (475) 15,521 General Administrative, Selling and Other Expenses 4,697 3,366 8,063 Interest Expense 886 57 1,000 (B) 1,886 (57)(C) ------- ------- ------ ------- Income from Continuing Operations Before Income Taxes 2,888 4,102 (1,418) 5,572 Provision for Income Taxes 1,155 1,601 (539)(D) 2,217 ------- ------- ------ ------- Income from Continuing Operations 1,733 2,501 (879) 3,355 Discontinued Operations : Loss from Operations (Net of Applicable Tax Benefit of $301) (259) (259) Gain from Disposal Less Applic- able Tax Provision of $29) 87 87 ------- ------- ------ ------- Net Income $ 1,561 $ 2,501 $ (879) $ 3,183 ------- ------- ------ ------- Earnings Per Share : Income from Continuing Operations $ 0.34 $ 0.66 Loss from Discontinued Operations (0.03) (0.03) ------ ----- Net Income $ 0.31 $ 0.63 ------ ------ Number of Shares Used in Computation of Per Share Information : 5,082,000 5,082,000
** - Includes $2.1 million non-recurring income from the sale of unused land to an affiliate of the former parent company See notes to pro forma condensed combined financial statements (20) 23 NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the Three Months Ended July 2,1995 (Unaudited) (A) 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. (B) Represents three months of interest expense on the additional long-term debt recorded at the beginning of the period. (C) Represents the elimination of Seeger Group's interest expense allocated from the former parent company and other debt. (D) Represents the tax effect on the pro forma adjustments using the Company's statutory tax rate (21) 24 PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the Twelve Months Ended March 31, 1995 (Unaudited) (In Thousands of Dollars Except Per Share Amounts)
TransTechnology Seeger Group Pro Forma Pro Forma Historical Historical (E) Adjustments Combined --------------- ------------- ----------- ---------- Total Revenue $102,692 $59,062 $161,754 Cost of Sales 71,968 44,165 1,900 (A) 118,033 -------- ------- ------- -------- Gross Profit 30,724 14,897 (1,900) 43,721 General Administrative, Selling and Other Expenses 17,051 10,232 27,283 Interest Expense 2,831 901 3,600 (B) 6,431 (901) (C) -------- ------- ------- -------- Income From Continuing Operations Before Income Taxes 10,842 3,764 (4,599) 10,007 Provision for Income Taxes 3,457 905 (1,748) (D) 2,614 -------- ------- ------- -------- Income From Continuing Operations 7,385 2,859 (2,851) 7,393 Discontinued Operations : Income from Operations (Net of Applicable Tax Benefit of $544) (2,602) (2,602) Gain from Disposal (Less Applicable Tax Provision of $306) (2,250) (2,250) -------- ------- ------- -------- Net Income $ 2,533 $ 2,859 $(2,851) $ 2,541 ======== ======= ======= -------- Earnings Per Share : Income From Continuing Operations $ 1.45 $ 1.45 Income from Discontinued Operations (0.95) $(0.95) ------ ------ Net Income per Share $ 0.50 $ 0.50 ====== ====== Number of Shares Used in Computation of Per Share Information : 5,109,000 5,109,000
See notes to pro forma condensed combined financial statements (22) 25 NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the Twelve Months Ended March 31,1995 (Unaudited) (A) Represents twelve months of amortization expense on the intangibles and twelve-months of depreciation expense on the stepped-up fixed assets, assuming the acquisition occurred at the beginning of the period. (B) Represents twelve months of interest expense on the additional long-term debt recorded at the beginning of the period. (C) Represents the elimination of Seeger Group's interest expense allocated from the former parent company an other debt. (D) Represents the tax effect on the pro forma adjustments using the Company's statutory tax rate (E) Represents results of the Seeger Group for the twelve months ended December 31, 1994 (23) 26 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. Dated: November 30, 1995 TRANSTECHNOLOGY CORPORATION /s/ Chandler J. Moisen --------------------------- Chandler J. Moisen Senior Vice President, Chief Financial Officer and Treasurer GH:1003 (24) -----END PRIVACY-ENHANCED MESSAGE-----