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 28, 2003
	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 incorporation or organization)	(I.R.S. employer identification no.)
700 Liberty Avenue Union, New Jersey	07083 (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       No   X  

     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 6, 2004, the total number of outstanding shares of registrant’s one class of common stock was 6,498,143.

TRANSTECHNOLOGY CORPORATION

FORM 10-Q/A-1

     The following items of the Form 10-Q for the quarterly period ended December 28, 2003, previously filed by the registrant on February 10, 2004, are hereby amended and supplemented as follows:

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

PART II. OTHER INFORMATION

ITEM 6. Exhibits and Reports on Form 8-K

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.

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 Statements of Consolidated Operations for the period ended December 28, 2003, 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, and Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 2 of Part I of this report, 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, 2003.

Information provided herein for the nine month period ended December 29, 2002, has been reclassified to give effect to the reporting of the Company’s former wholly owned subsidiary, Norco, Inc., as discontinued operations as discussed in Note 5 to the Financial Statements.

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TRANSTECHNOLOGY CORPORATION

STATEMENTS OF CONSOLIDATED OPERATIONS
UNAUDITED
(In Thousands of Dollars, Except Share Data)

	THREE MONTHS ENDED						NINE MONTHS ENDED
	DECEMBER 28, 2003			DECEMBER 29, 2002			DECEMBER 28, 2003			DECEMBER 29,2002
Net sales	$	16,679		$	15,562		$	49,131		$	41,303
Cost of sales		9,682			8,076			28,029			22,132
Gross profit		6,997			7,486			21,102			19,171
General, administrative and selling expenses		4,397			4,012			11,699			11,885
Interest expense		2,640			2,418			7,711			6,538
Interest and other (income) expense — net		(1,112	)		151			(1,318	)		118
Unrealized gain on warrants		—			(1,228	)		—			(9	)
Forbearance fees		—			—			—			764
Corporate office restructuring charge		—			515			—			515
Income (loss) from continuing operations before income taxes		1,072			1,618			3,010			(640	)
Provision for income taxes (benefit)		408			181			1,144			(225	)
Income (loss) from continuing operations		664			1,437			1,866			(415	)
Discontinued operations:
Loss on disposal of discontinued businesses (less applicable income tax benefit of $1,930 and $3,908 for the three and nine month periods ended December 29, 2002, respectively)		—			(3,126	)		—			(7,256	)
Net income (loss)	$	664		$	(1,689	)	$	1,866		$	(7,671	)
Basic earnings (loss) per share:
Income (loss) from continuing operations	$	0.10		$	0.23		$	0.28		$	(0.07	)
Loss from discontinued operations		—			(0.51	)		—			(1.17	)
Net income (loss)	$	0.10		$	(0.28	)	$	0.28		$	(1.24	)
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	0.10		$	0.23		$	0.28		$	(0.07	)
Loss from discontinued operations		—			(0.50	)		—			(1.17	)
Net income (loss)	$	0.10		$	(0.27	)	$	0.28		$	(1.24	)
Number of shares used in computation of per share information: (Note 1)
Basic		6,669,000			6,199,000			6,655,000			6,196,000
Diluted		6,691,000			6,295,000			6,672,000			6,196,000

See accompanying notes to unaudited consolidated financial statements.

TRANSTECHNOLOGY CORPORATION

CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, Except Share Data)

	(UNAUDITED)
	DECEMBER 28, 2003			MARCH 31, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	1,855		$	7,104
Accounts receivable (net of allowance for doubtful accounts of $75 at December 28, 2003 and $65 at March 31, 2003)		7,714			6,701
Inventories		18,967			19,683
Prepaid expenses and other current assets		1,143			1,364
Income tax receivable		226			363
Deferred income taxes		1,288			1,289
Total current assets		31,193			36,504
Property, plant and equipment		13,060			12,721
Less accumulated depreciation		10,697			10,372
Property, plant and equipment — net		2,363			2,349
Other assets:
Deferred income taxes		29,689			30,712
Other		13,309			15,558
Total other assets		42,998			46,270
Total	$	76,554		$	85,123
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current portion of long-term debt	$	79		$	79
Accounts payable — trade		3,761			4,954
Accrued compensation		1,979			2,847
Accrued income taxes		216			2,460
Other current liabilities		6,397			15,003
Total current liabilities		12,432			25,343
Long-term debt payable to banks and others		55,717			53,487
Deferred income taxes		1,597			1,332
Other long-term liabilities		10,574			11,601
Redeemable common stock		—			1,283
Stockholders’ deficit:
Preferred stock — authorized, 300,000 shares; none issued		—			—
Common stock — authorized, 14,700,000 shares of $.01 par value; issued 7,059,107 at December 28, 2003, and 7,018,299 at March 31, 2003		71			70
Additional paid-in capital		76,728			74,283
Accumulated deficit		(71,127	)		(72,993	)
Unearned compensation		(198	)		(43	)
		5,474			1,317
Less treasury stock, at cost — (560,964 shares at December 28,2003 and March 31, 2003)		(9,240	)		(9,240	)
Total stockholders’ deficit		(3,766	)		(7,923	)
Total	$	76,554		$	85,123

See accompanying notes to unaudited consolidated financial statements.

TRANSTECHNOLOGY CORPORATION

STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
(In Thousands of Dollars)

	NINE MONTHS ENDED
	DECEMBER 28, 2003			DECEMBER 29, 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,866		$	(7,671	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Loss from discontinued operations		—			7,256
Depreciation and amortization		1,696			1,671
Net change in assets of discontinued companies		—			3,807
Warrant mark to market adjustment		—			9
Noncash interest expense		2,367			2,265
Increase (decrease) in provision for bad debt		10			(195	)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable and other receivables		(922	)		7,395
Decrease (increase) in inventories		716			(1,099	)
Decrease (increase) in deferred taxes net		1,024			(4,063	)
Decrease (increase) in other assets		214			(3,188	)
Decrease in accounts payable		(1,193	)		(1,141	)
(Decrease) increase in accrued compensation		(868	)		131
Decrease in income taxes payable		(1,979	)		(449	)
Decrease in other liabilities		(8,869	)		(769	)
Net cash (used in) provided by operating activities		(5,938	)		3,959
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(350	)		(501	)
Proceeds from sales of businesses		—			6,425
Decrease (increase) in notes and other receivables		1,000			(208	)
Net cash provided by investing activities		650			5,716
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on debt		—			(7,567	)
Exercise of stock options and other		39			(2	)
Net cash provided by (used in) financing activities		39			(7,569	)
(Decrease) increase in cash and cash equivalents		(5,249	)		2,106
Cash and cash equivalents at beginning of period		7,104			97
Cash and cash equivalents at end of period	$	1,855		$	2,203
Supplemental information:
Interest payments	$	5,271		$	13,409
Income tax payments		2,099			215
Increase in senior subordinated note for paid-in-kind interest expense		2,230			2,118
Increase in additional paid in capital from warrant put expiration		2,184			—
Noncash charge to equity from classification of warrants as financial derivatives		—			4,550

See accompanying notes to unaudited consolidated financial statements.

TRANSTECHNOLOGY CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands)

NOTE 1. Earnings (Loss) Per Share

Basic earnings (loss) per share are 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 28,		December 29,		December 28,		December 29,
	2003		2002		2003		2002
Basic Earnings (Loss) per Common Share:
Weighted-average common stock out- standing for basic earnings (loss) per share calculation		6,669		6,199		6,655		6,196
Diluted Earnings (Loss) per Common Share:
Weighted-average common shares outstanding		6,669		6,199		6,655		6,196
Stock options and warrants*		22		96		17		—
Weighted-average common stock outstanding for diluted earnings (loss) per share calculation		6,691		6,295		6,672		6,196

* Not including anti-dilutive stock options totaling 158 and 764 for the three and nine month periods ended December 28, 2003, respectively, and 265 for the three and nine month periods ended December 29, 2002. Also excluding anti-dilutive warrants totaling 428 for the nine month period ended December 29, 2002.

NOTE 2. Comprehensive Income (Loss)

Comprehensive income (loss) for the three and nine month periods ended December 28, 2003 and December 29, 2002 is summarized below.

	Three Months Ended					Nine Months Ended
	December 28,		December 29,			December 28,		December 29,
	2003		2002			2003		2002
Net income (loss)	$	664	$	(1,689	)	$	1,866	$	(7,671	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment arising during period		—		—			—		(86	)
Reclassification adjustment for sale of investment in foreign entity		—		—			—		2,974
Total comprehensive income (loss)	$	664	$	(1,689	)	$	1,866	$	(4,783	)

NOTE 3. Stock Based Compensation

Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), 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 28,			December 29,			December 28,			December 29,
	2003			2002			2003			2002
Net income (loss) as reported	$	664		$	(1,689	)	$	1,866		$	(7,671	)
Deduct: Total stock-based compensation expense determined under fair value based method, net of taxes		(47	)		(56	)		(132	)		(168	)
Proforma net income (loss)	$	617		$	(1,745	)	$	1,734		$	(7,839	)
Basic earnings (loss) per share:
As reported	$	0.10		$	(0.28	)	$	0.28		$	(1.24	)
Proforma	$	0.09		$	(0.28	)	$	0.26		$	(1.27	)
Diluted earnings (loss) per share:
As reported	$	0.10		$	(0.27	)	$	0.28		$	(1.24	)
Proforma	$	0.09		$	(0.28	)	$	0.26		$	(1.27	)

NOTE 4. Inventories

Inventories are summarized as follows:

	December 28, 2003		March 31, 2003
Finished goods	$	1	$	2
Work in process		6,538		6,105
Purchased and manufactured parts		12,428		13,576
Total	$	18,967	$	19,683

NOTE 5. Discontinued Operations

During fiscal 2001, the Company implemented a restructuring plan to focus its resources and capital on the aerospace and defense products business and exit the specialty fastener segment. As a result, discontinued operations include all of the remaining operations related to its specialty fastener segment and Norco, Inc., the net assets of which were sold on February 24, 2003. There were no operating results from discontinued operations in fiscal 2004.

Net sales and losses from the discontinued operations for the comparable periods in fiscal 2003 were as follows:

	Three Months Ended			Nine Months Ended
	December 29, 2002			December 29, 2002
Net sales	$	9,370		$	40,852
Loss from discontinued operations before income taxes	$	(5,056	)	$	(11,164	)
Income tax benefits		1,930			3,908
Loss from discontinued operations	$	(3,126	)	$	(7,256	)

The $7.3 million loss from discontinued operations for the nine months ended December 29, 2002 included actual operating income of $6.3 million from discontinued operations, allocated interest expense of $5.3 million, a $7.4 million charge to reflect the amounts ultimately realized from sales of discontinued business units, a noncash charge of $4.6 million associated with the recognition of accumulated currency translation losses from the sale of our Brazilian operation, a cash charge of $0.2 million from the final settlement of our interest rate swap contracts, and a tax benefit of $3.9 million.

NOTE 6. Long-Term Debt Payable to Banks and Others

Long-term debt payable to banks and others, including current maturities, consisted of the following:

	December 28,		March 31,
	2003		2003
Senior Subordinated Notes 18.75%	$	55,559	$	53,329
Other		237		237
		55,796		53,566
Less current maturities		79		79
Total long-term debt	$	55,717	$	53,487

SENIOR CREDIT FACILITY

At December 28, 2003, 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 “New Senior Credit Facility”) to refinance all remaining obligations outstanding under our prior senior credit facility. The New Senior Credit Facility was amended on August 5, 2003 and was subsequently amended on January 30, 2004. The maturity date of this facility, as amended, is July 31, 2004. The current interest rate is approximately 5.0%. The New Senior Credit Facility is secured by all of the Company’s assets. The Company is in compliance with the provisions of the facility. There were no borrowings outstanding under the facility at December 28, 2003.

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, are due on August 29, 2005 and bear 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 increases 0.25% each quarter until the notes are retired. The Company may prepay the Notes after August 29, 2001, at a premium initially of 9%, declining to 5%, 3%, and 1% on each of the next succeeding anniversaries of that date. The Notes contain customary financial covenants and events of default, including a cross-default provision to our senior debt obligations. The Company is in compliance with the provisions of the Notes. At December 28, 2003, the principal balance outstanding on the notes amounted to $55.6 million, which included the original principal amount plus the PIK notes. At March 31, 2003, the Company reported redeemable common stock in the amount of $1.3 million representing the per share put right (257,000 shares at $5.00 per share) held by certain Purchasers who had exercised their Warrants. The put right on approximately 211,000 shares expired on June 24, 2003 and, accordingly, the Company reclassified $1.1 million from redeemable common stock to additional paid-in capital with the remainder of the redeemable common stock being reclassified to long-term debt to reflect the exercise of the put by a Purchaser. Subsequent to the end of the first quarter of fiscal 2004, the Purchaser in question revoked its put exercise and that portion was reclassified to additional paid in capital in the second quarter. In addition, the put right on 171,041 Warrants expired and, accordingly, $0.9 million representing the cash value of the put right on these Warrants was reclassified from a liability account to additional paid-in capital in the first quarter of fiscal 2004. At December 28, 2003, there were 171,041 Warrants outstanding which are each convertible into common stock at the price of $.01 per warrant. All of the Warrants were considered to be common stock equivalents for the purpose of calculating earnings per share at December 28, 2003.

The Company has long-term debt maturities of $0.1 million, $0.1 million and $55.6 million in fiscal 2004, 2005 and 2006, respectively.

NOTE 7. New Accounting Standards

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” which amends SFAS No. 123. This statement provides alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation and amends the disclosure requirements of SFAS No. 123. The transition guidance and disclosure requirements are effective for fiscal years ending after December 15, 2002. The Company has adopted the disclosure requirements and expects that the adoption of this statement will not have a material effect on the Company’s financial position or results of operations.

NOTE 8. Contingencies

As previously reported, the Company is subject to an investigation being conducted by the Newark, New Jersey office of the United States Attorney with respect to the Company’s overhaul and repair operations. The Company has to date cooperated fully and will continue to cooperate fully with the government’s investigation. In addition, the Board of Directors retained a fact finding and forensic accounting firm, The Bradlau Group of Morristown, New Jersey, to perform an independent process review and evaluation of the overhaul and repair operations of the Company’s Breeze-Eastern business. The Board of Directors has shared the preliminary and follow-on reports of the findings of this independent process review and evaluation with the United States Attorney’s office. The final part to the follow-on report issued by The Bradlau Group in January 2004 is in process as of the date of this filing. The investigation has had no impact, and the Company does not expect an impact, on its ability to manufacture and ship products and meet customer delivery schedules. As of this date, the United States Attorney’s investigation is continuing and the Company has not been made aware of any specific violations resulting from that investigation.

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: June 21, 2004	By:	/s/ Joseph F. Spanier
		Joseph F. Spanier, Vice President
		Treasurer and Chief Financial Officer*

*On behalf of the Registrant and as Principal Financial and Accounting Officer.