8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

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 17, 2004

TransTechnology Corporation (Exact Name of Registrant as Specified in Charter)

Delaware	1-7872	95-4062211
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

700 Liberty Ave, Union, New Jersey	07083
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (908) 688-2440

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

EXHIBIT 99.1 - PRESS RELEASE

ITEM 7. Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit	Description
99.1	Press Release issued June 17, 2004.

ITEM 12. Results of Operation and Financial Condition.

On June 17, 2004, the Registrant issued a press release announcing its financial results for the fiscal year ending March 31, 2004. The press release is attached hereto as Exhibit 99.1.

The press release presents the Company’s operating income (income from continuing operations, before interest and taxes and non-recurring or unusual charges and gains associated with derivatives included in the prior year’s results) and EBITDA (earnings before interest, taxes, depreciation and amortization), which is are non-GAAP measures. Management believes that providing this additional information is useful to investors, as it provides direct information regarding the Company’s ability to meet debt service requirements and so that investors may better assess and understand the Company’s underlying operating performance. The Registrant does not intend for the non-GAAP measures to be considered in isolation or as a substitute for the included GAAP measures. Reconciliation of (i) EBITDA to reported income (loss) from continuing operations, and (ii) operating income to gross profits are set forth following the balance sheet information contained in the press release.

The information in this Report, including the Exhibit attached hereto, is furnished solely pursuant to Item 12 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934.

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.

	TRANSTECHNOLOGY CORPORATION
	By:	/s/ Joseph F. Spanier
		Joseph F. Spanier, Vice President, Chief Financial Officer and Treasurer
Date: June 23, 2004

  EX-99.1 2 l08254aexv99w1.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 ------------ [TRANSTECHNOLOGY CORPORATION LOGO] ENGINEERED PRODUCTS FOR GLOBAL PARTNERS(TM) PRESS RELEASE FOR IMMEDIATE DISTRIBUTION CONTACT: ROBERT L.G. WHITE PRESIDENT AND CEO PHONE: 908/206-3700 - ------------------------------------------------------------------------- TRANSTECHNOLOGY REPORTS 17% SALES INCREASE AND 71% INCREASE IN OPERATING INCOME FOR FISCAL 2004 Union, New Jersey - June 17, 2004 - TransTechnology Corporation (NYSE:TT) today reported that sales from continuing operations for the fiscal year ended March 31, 2004, increased 17% to $64.6 million from $55.0 million in the prior fiscal year. Operating income increased 71% to $11.9 million from $7.0 million in the prior year. Income from continuing operations for fiscal 2004 was $1.7 million, or $.26 per share, compared to a fiscal 2003 loss from continuing operations of $3.9 million, or $.61 per share. Net income for fiscal 2004 was $1.7 million or $.26 per share. For the prior fiscal year, the company reported net income of $9.2 million, or $1.47 per share, including a gain from discontinued operations of $13.1 million, or $2.08 per share. Income from continuing operations before interest, taxes, depreciation and amortization (EBITDA) rose 52% to $14.2 million from last year's $9.3 million. Interest expense, the largest non-operating use of cash, increased to $10.4 million in fiscal 2004 from the $9.2 million allocated to continuing operations in fiscal 2003. Total interest expense, in fiscal 2003, including that portion allocated to discontinued operations, was $15.4 million. Fiscal fourth-quarter 2004 revenues of $15.5 million were up 13% from $13.7 million in the fourth quarter a year ago. Operating income increased to $2.5 million for the quarter from a loss of $0.3 million in the prior-year period. The loss from continuing operations for the fourth quarter of fiscal 2004 was $0.1 million or $.02 per share, compared to a loss from continuing operations of $3.5 million or $.52 per share in the prior year's fourth quarter. Interest expense in the fourth quarter of fiscal 2003 rose to $2.7 million from the $2.6 million allocated to continuing operations in last year's fourth quarter, even though total interest expense in the quarter declined from $3.7 million in the prior year. The net loss for fiscal 2004's fourth quarter was $0.1 million or $.02 per share. Last TransTechnology Corporation - June 17, 2004 Fiscal 2004 Fourth Quarter Earnings Release Page 2 of 6 - ------------------------------------------------------------------------------- year's fourth quarter net income was $16.9 million or $2.55 per share, including a gain from discontinued operations of $20.4 million, primarily from the sale of the Company's Norco business unit. NEW PRODUCTS AND OPERATING EFFICIENCIES DRIVE GROWTH IN CONTINUING OPERATIONS An increase in shipments of the HLU-196 Munitions Hoist and the BE-27100 Rescue Hoist to the U.S. Navy resulted in strong sales growth for the fiscal year. Almost 95% of the company's sales in fiscal 2004 were to the U.S. or foreign military or government agencies and over 90% were on a sole-source basis. New orders received during the fourth quarter were $15.3 million, resulting in full fiscal year bookings of $59.4 million compared with $67.3 million in the prior fiscal year and $17.1 million in last year's fourth quarter. The company's book-to-bill ratio for the fourth quarter was 0.99, compared with 1.25 in last year's fourth quarter, while full-year book-to-bill declined to 0.92 for fiscal 2004 from 1.22 in fiscal 2003. The company's backlog remained relatively constant during the final three months of fiscal 2004 at $41.0 million compared to $46.2 million at the end of the prior fiscal year. Robert L. G. White, Chief Executive Officer of the company, said, "Our operations turned in a solid fourth quarter and full year, with revenues and operating income both showing significant growth. Fiscal 2004 was our fifth consecutive year of revenue and operating income growth and once again exceeded our expectations. Improvements in our manufacturing process for both the HLU-196 bomb hoist and the rescue hoists for the U.S. Navy's Seahawk helicopter resulted in a higher gross margin than we had originally budgeted." Mr. White continued, "Corporate office expenses for the fourth quarter were $1.5 million, down substantially from last year. Fourth quarter business unit selling, general and administrative expenses increased significantly from the prior year, primarily due to the recognition of $0.5 million of legal, consulting and other outside costs associated with the procedure and process review of our overhaul and repair operation which was prompted by the investigation by the United States Attorney's office. For the full fiscal year, corporate office expenses were down $2.6 million, reflecting the benefits anticipated from our restructuring program. This reduction was partially offset by the increase in similar expenses at the business unit level of $1.2 million, which included $1.1 million of costs associated with the investigation." Joseph F. Spanier, Vice President and Chief Financial Officer, said, "Cash generation by our business unit remains very strong, as evidenced by the lack of new borrowing we have incurred while reducing our current and other long-term liabilities by more than $12.4 million this fiscal year. We finished the year with a current ratio of 2.6 compared to last year's 1.4, and we had $22.2 million of working capital at year end, up from $11.2 million a year ago and $18.8 million at the end of the third quarter." "The interest rate on our outstanding subordinated debt increased to 19.25% effective April 1, 2004, with cash interest remaining at 13% and the payment in kind (PIK) rate going to 6.25% from 6%. Until the subordinated debt is repaid in full, the PIK rate will increase 0.25% at the end of each quarter. If there is no change from our current credit structure during the year, interest expense for fiscal 2005 could amount to $11.4 million. Accordingly, our biggest financial focus", he continued, "is the refinancing of our subordinated debt and the implementation of new credit facilities for the company at more competitive market rates of interest. That refinancing process has been on hold since the beginning of the investigation in September, although we continue to have on-going discussions with our prospective lenders. While those prospective lenders remain interested in TransTechnology Corporation - June 17, 2004 Fiscal 2004 Fourth Quarter Earnings Release Page 3 of 6 - ------------------------------------------------------------------------------- completing the refinancing at terms that will be substantially more favorable to the company than the current credit structure, they have indicated that additional clarity as to the outcome of the investigation must be evident before they will be in a position to actively resume the process." STATUS OF UNITED STATES ATTORNEY'S OFFICE INVESTIGATION As previously reported, the company continues to cooperate fully with the investigation of the overhaul and repair operation by the United States Attorney's office and has kept the government informed of the progress of the Company's implementation of our previously announced corrective action program. 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. There can be no assurance as to the outcome of the investigation or when any determination by the United States Attorney's Office will be reached. FISCAL 2005 BUSINESS TARGETS Mr. White stated, "Our long-term vision for the future of our company remains unchanged. We believe that TransTechnology will continue to be recognized as the pre-eminent designer, manufacturer and service provider of sophisticated lifting equipment for the Aerospace and Defense markets. The strength of our operating results over the past several years is proof that our business model of market leadership through design, engineering and superior customer service; maintaining operating agility with a focus on cash generation; and keeping our high-quality people challenged, is a successful one." Mr. White continued, "We are entering the new fiscal year with a strong backlog and a full plate of new programs in development. As we work on these new programs, we plan to consolidate our gains from the very strong and rapid growth in our business over the past several years. We have set our sales target at $64 million for fiscal 2005, essentially unchanged from 2004, even though we will see a significant change in the types of products shipped. Because of this shift in products, we expect to see our gross margin also remain steady at this year's 43% level, consistent with the 43-45% range it has been for the past three years. Since we have a $58 million federal net operating loss carry-forward, we will not be required to pay federal income taxes on any fiscal 2005 profits, but we will recognize, for EPS purposes, a full federal and state income tax burden of 38%. Our fiscal 2005 capital spending program, budgeted at $3.1 million, is much higher than in past years as we will begin the installation of a new ERP system early in fiscal 2005 and hope to have it completed by April 2005. The ERP installation will also result in the fiscal 2005 recognition of approximately $0.5 million of non-recurring operating expenses associated with the project. Targeted EBITDA for fiscal 2005 is approximately $14 million, relatively unchanged from fiscal 2004's level. Because of the uncertainty as to the duration and exact nature of the U.S. Attorney's investigation, we have budgeted $1 million for legal and other costs associated with that investigation for fiscal 2005. Resolution of the United States Attorney's investigation into the overhaul and repair operation and completion of the refinancing of our subordinated debt are major priorities for 2005." Mr. White continued, "Our hope and expectation for fiscal 2005 is that we will continue to grow our business as we have done for the past nine years and provide our employees with opportunities for continued success and our owners with an increase in the value of their investment." NON-GAAP FINANCIAL MEASURES TransTechnology Corporation - June 17, 2004 Fiscal 2004 Fourth Quarter Earnings Release Page 4 of 6 - ------------------------------------------------------------------------------- In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles (GAAP), the company also discloses operating income (income from continuing operations, before interest and taxes and non-recurring or unusual charges and gains associated with derivatives included in the prior year's results), EBITDA (earnings before interest, taxes, depreciation and amortization) and the book-to-bill ratio (the ratio of new orders to sales) which are non-GAAP measures. Management believes that providing this additional information is useful to investors, as it provides more direct information regarding the company's ability to meet debt service requirements and so that investors may better assess and understand the company's underlying operating performance. The company does not intend for the additional information to be considered in isolation or as a substitute for GAAP measures. A reconciliation of EBITDA to operating income is set forth following the balance sheet information in the financial statements contained in this press release. TransTechnology Corporation, operating as Breeze-Eastern, is the world's leading designer and manufacturer of sophisticated lifting devices for military and civilian aircraft, including rescue hoist, cargo hooks, and weapons-lifting systems. The company employs approximately 180 people at its facility in Union, New Jersey. INFORMATION ABOUT FORWARD-LOOKING STATEMENTS CERTAIN STATEMENTS IN THIS PRESS RELEASE CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACTS"). ANY STATEMENTS CONTAINED HEREIN THAT ARE NOT STATEMENTS OF HISTORICAL FACT ARE DEEMED TO BE FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE ARE BASED ON CURRENT BELIEFS, ESTIMATES AND ASSUMPTIONS CONCERNING THE OPERATIONS, FUTURE RESULTS, AND PROSPECTS OF THE COMPANY. AS ACTUAL OPERATIONS AND RESULTS MAY MATERIALLY DIFFER FROM THOSE ASSUMED IN FORWARD-LOOKING STATEMENTS, THERE IS NO ASSURANCE THAT FORWARD-LOOKING STATEMENTS WILL PROVE TO BE ACCURATE. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO THE SAFE HARBORS CREATED IN THE ACTS. ANY NUMBER OF FACTORS COULD AFFECT FUTURE OPERATIONS AND RESULTS, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF AUDITS AND INQUIRIES INTO THE COMPANY'S BUSINESS PRACTICES; THE COMPANY'S ABILITY TO COMPLETE THE REFINANCING OF ITS SENIOR AND SUBORDINATED CREDIT FACILITIES ON TERMS AND CONDITIONS ACCEPTABLE TO THE COMPANY; THE COMPANY'S ABILITY TO BE PROFITABLE WITH A SMALLER AND LESS DIVERSE BASE OF OPERATIONS THAT WILL GENERATE LESS REVENUE; THE COMPANY'S ABILITY TO SATISFY THE LISTING REQUIREMENTS OF THE NYSE OR ANY OTHER NATIONAL EXCHANGE ON WHICH ITS SHARES ARE OR WILL BE LISTED OR OTHERWISE PROVIDE A TRADING VENUE FOR ITS SHARES; THE VALUE OF REPLACEMENT OPERATIONS, IF ANY; DETERMINATION BY THE COMPANY TO DISPOSE OF ADDITIONAL EXISTING ASSETS; GENERAL INDUSTRY AND ECONOMIC CONDITIONS; EVENTS IMPACTING THE U.S. AND WORLD FINANCIAL MARKETS AND ECONOMIES; INTEREST RATE TRENDS; CAPITAL REQUIREMENTS; COMPETITION FROM OTHER COMPANIES; CHANGES IN APPLICABLE LAWS, RULES AND REGULATIONS AFFECTING THE COMPANY IN THE LOCATIONS IN WHICH IT CONDUCTS ITS BUSINESS; THE AVAILABILITY OF EQUITY AND/OR DEBT FINANCING IN THE AMOUNTS AND ON THE TERMS NECESSARY TO SUPPORT THE COMPANY'S FUTURE BUSINESS; AND THOSE SPECIFIC RISKS THAT ARE DISCUSSED IN THE COMPANY'S PREVIOUSLY FILED ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 2003 AND ITS QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED DECEMBER 28, 2003. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION OR FUTURE EVENTS. TransTechnology Corporation - June 17, 2004 Fiscal 2004 Fourth Quarter Earnings Release Page 5 of 6 - ------------------------------------------------------------------------------- TRANSTECHNOLOGY CORPORATION STATEMENTS OF CONSOLIDATED OPERATIONS (IN THOUSANDS OF DOLLARS EXCEPT SHARE DATA)

Three Months Ended Twelve Months Ended 03/31/04 03/31/03 03/31/04 03/31/03 Net sales $ 15,475 $ 13,693 $ 64,606 $ 54,996 Cost of sales 8,474 8,294 36,503 30,426 ----------- ----------- ----------- ----------- Gross profit 7,001 5,399 28,103 24,570 General, administrative and selling expenses 4,512 5,725 16,211 17,605 Interest expense 2,720 2,620 10,431 9,158 Interest and other (income) expense-net 29 (106) (1,289) 18 Unrealized gain on warrants -- (1,958) -- (1,967) Forbearance fees -- -- -- 764 Charges related to debt reduction -- 3,735 -- 3,735 Corporate office restructuring charge -- 2,181 -- 2,696 ----------- ----------- ----------- ----------- Income (loss) from continuing operations before income taxes (260) (6,798) 2,750 (7,439) Provision for income taxes (benefit) (138) (3,349) 1,006 (3,574) ----------- ----------- ----------- ----------- Income (loss) from continuing operations (122) (3,449) 1,744 (3,865) Gain on disposal of discontinued businesses (less applicable income taxes of $6,181 and $3,083 for the three and twelve month periods ended March 31, 2003 respectively) -- 20,355 -- 13,099 ----------- ----------- ----------- ----------- Net income (loss) $ (122) $ 16,906 $ 1,744 $ 9,234 =========== =========== =========== =========== BASIC EARNINGS PER SHARE: Earnings (loss) from continuing operations $ (0.02) $ (0.52) $ 0.26 $ (0.61) Income from discontinued operations -- 3.07 -- 2.08 ----------- ----------- ----------- ----------- Net income (loss) $ (0.02) $ 2.55 $ 0.26 $ 1.47 =========== =========== =========== =========== DILUTED EARNINGS PER SHARE: Earnings (loss) from continuing operations $ (0.02) $ (0.52) $ 0.26 $ (0.61) Income from discontinued operations -- 3.07 -- 2.08 ----------- ----------- ----------- ----------- Net income (loss) $ (0.02) $ 2.55 $ 0.26 $ 1.47 =========== =========== =========== =========== Weighted average basic shares 6,669,000 6,628,000 6,658,000 6,303,000 Weighted average diluted shares 6,669,000 6,628,000 6,679,000 6,303,000

TransTechnology Corporation - June 17, 2004 Fiscal 2004 Fourth Quarter Earnings Release Page 6 of 6 - ------------------------------------------------------------------------------- BALANCE SHEET INFORMATION

03/31/04 03/31/03 Current assets $ 36,132 $ 36,504 Property, plant and equipment - net 2,428 2,349 Other assets 38,649 46,270 -------- -------- Total assets $ 77,209 $ 85,123 ======== ======== Current portion of long-term debt $ 79 $ 79 Other current liabilities 13,880 25,264 -------- -------- Total current liabilities 13,959 25,343 Long-term debt 56,472 53,487 Other liabilities 10,565 12,933 Redeemable common stock -- 1,283 Stockholders' deficit (3,787) (7,923) -------- -------- Total liabilities and stockholders' deficit $ 77,209 $ 85,123 ======== ========

RECONCILIATION OF REPORTED INCOME (LOSS) FROM CONTINUING OPERATIONS TO EBITDA

Three months ended Twelve months ended 03/31/04 03/31/03 03/31/04 03/31/03 Net sales $ 15,475 $ 13,693 $ 64,606 $ 54,996 Cost of sales 8,474 8,294 36,503 30,426 -------- -------- -------- -------- Gross Profit 7,001 5,399 28,103 24,570 -------- -------- -------- -------- SG&A - operations 3,006 2,597 10,392 9,202 Corporate office expenses 1,506 3,128 5,819 8,403 -------- -------- -------- -------- Total SG&A 4,512 5,725 16,211 17,605 -------- -------- -------- -------- Operating income 2,489 (326) 11,892 6,965 Add back: depreciation and amortization 583 696 2,279 2,367 -------- -------- -------- -------- EBITDA $ 3,072 $ 370 $ 14,171 $ 9,332 ======== ======== ======== ======== Income (loss) from continuing operations (122) (3,449) 1,744 (3,865) Provision for income taxes (benefit) (138) (3,349) 1,006 (3,574) Depreciation and amortization 583 696 2,279 2,367 Interest expense 2,720 2,620 10,431 9,158 Interest and other (income) expense-net 29 (106) (1,289) 18 Unrealized gain on warrants -- (1,958) -- (1,967) Forbearance fees -- -- -- 764 Charges related to debt reduction -- 3,735 -- 3,735 Corporate office restructuring charge -- 2,181 -- 2,696 -------- -------- -------- -------- EBITDA $ 3,072 $ 370 $ 14,171 $ 9,332 ======== ======== ======== ========

##### -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1
                                                                    ------------


                       [TRANSTECHNOLOGY CORPORATION LOGO]
                  ENGINEERED PRODUCTS FOR GLOBAL PARTNERS(TM)

                                  PRESS RELEASE




FOR IMMEDIATE DISTRIBUTION

CONTACT:    ROBERT L.G. WHITE
            PRESIDENT AND CEO
            PHONE: 908/206-3700
- -------------------------------------------------------------------------
TRANSTECHNOLOGY REPORTS 17% SALES INCREASE AND 71% INCREASE IN OPERATING INCOME
FOR FISCAL 2004

Union, New Jersey - June 17, 2004 - TransTechnology Corporation (NYSE:TT) today
reported that sales from continuing operations for the fiscal year ended March
31, 2004, increased 17% to $64.6 million from $55.0 million in the prior fiscal
year. Operating income increased 71% to $11.9 million from $7.0 million in the
prior year. Income from continuing operations for fiscal 2004 was $1.7 million,
or $.26 per share, compared to a fiscal 2003 loss from continuing operations of
$3.9 million, or $.61 per share.

Net income for fiscal 2004 was $1.7 million or $.26 per share. For the prior
fiscal year, the company reported net income of $9.2 million, or $1.47 per
share, including a gain from discontinued operations of $13.1 million, or $2.08
per share.

Income from continuing operations before interest, taxes, depreciation and
amortization (EBITDA) rose 52% to $14.2 million from last year's $9.3 million.
Interest expense, the largest non-operating use of cash, increased to $10.4
million in fiscal 2004 from the $9.2 million allocated to continuing operations
in fiscal 2003. Total interest expense, in fiscal 2003, including that portion
allocated to discontinued operations, was $15.4 million.

Fiscal fourth-quarter 2004 revenues of $15.5 million were up 13% from $13.7
million in the fourth quarter a year ago. Operating income increased to $2.5
million for the quarter from a loss of $0.3 million in the prior-year period.
The loss from continuing operations for the fourth quarter of fiscal 2004 was
$0.1 million or $.02 per share, compared to a loss from continuing operations of
$3.5 million or $.52 per share in the prior year's fourth quarter. Interest
expense in the fourth quarter of fiscal 2003 rose to $2.7 million from the $2.6
million allocated to continuing operations in last year's fourth quarter, even
though total interest expense in the quarter declined from $3.7 million in the
prior year. The net loss for fiscal 2004's fourth quarter was $0.1 million or
$.02 per share. Last



TransTechnology Corporation -  June 17, 2004
Fiscal 2004 Fourth Quarter Earnings Release                         Page 2 of 6
- -------------------------------------------------------------------------------

year's fourth quarter net income was $16.9 million or $2.55 per share, including
a gain from discontinued operations of $20.4 million, primarily from the sale of
the Company's Norco business unit.


NEW PRODUCTS AND OPERATING EFFICIENCIES DRIVE GROWTH IN CONTINUING OPERATIONS

An increase in shipments of the HLU-196 Munitions Hoist and the BE-27100 Rescue
Hoist to the U.S. Navy resulted in strong sales growth for the fiscal year.
Almost 95% of the company's sales in fiscal 2004 were to the U.S. or foreign
military or government agencies and over 90% were on a sole-source basis. New
orders received during the fourth quarter were $15.3 million, resulting in full
fiscal year bookings of $59.4 million compared with $67.3 million in the prior
fiscal year and $17.1 million in last year's fourth quarter. The company's
book-to-bill ratio for the fourth quarter was 0.99, compared with 1.25 in last
year's fourth quarter, while full-year book-to-bill declined to 0.92 for fiscal
2004 from 1.22 in fiscal 2003. The company's backlog remained relatively
constant during the final three months of fiscal 2004 at $41.0 million compared
to $46.2 million at the end of the prior fiscal year.

Robert L. G. White, Chief Executive Officer of the company, said, "Our
operations turned in a solid fourth quarter and full year, with revenues and
operating income both showing significant growth. Fiscal 2004 was our fifth
consecutive year of revenue and operating income growth and once again exceeded
our expectations. Improvements in our manufacturing process for both the HLU-196
bomb hoist and the rescue hoists for the U.S. Navy's Seahawk helicopter resulted
in a higher gross margin than we had originally budgeted."

Mr. White continued, "Corporate office expenses for the fourth quarter were $1.5
million, down substantially from last year. Fourth quarter business unit
selling, general and administrative expenses increased significantly from the
prior year, primarily due to the recognition of $0.5 million of legal,
consulting and other outside costs associated with the procedure and process
review of our overhaul and repair operation which was prompted by the
investigation by the United States Attorney's office. For the full fiscal year,
corporate office expenses were down $2.6 million, reflecting the benefits
anticipated from our restructuring program. This reduction was partially offset
by the increase in similar expenses at the business unit level of $1.2 million,
which included $1.1 million of costs associated with the investigation."

Joseph F. Spanier, Vice President and Chief Financial Officer, said, "Cash
generation by our business unit remains very strong, as evidenced by the lack of
new borrowing we have incurred while reducing our current and other long-term
liabilities by more than $12.4 million this fiscal year. We finished the year
with a current ratio of 2.6 compared to last year's 1.4, and we had $22.2
million of working capital at year end, up from $11.2 million a year ago and
$18.8 million at the end of the third quarter."

"The interest rate on our outstanding subordinated debt increased to 19.25%
effective April 1, 2004, with cash interest remaining at 13% and the payment in
kind (PIK) rate going to 6.25% from 6%. Until the subordinated debt is repaid in
full, the PIK rate will increase 0.25% at the end of each quarter. If there is
no change from our current credit structure during the year, interest expense
for fiscal 2005 could amount to $11.4 million. Accordingly, our biggest
financial focus", he continued, "is the refinancing of our subordinated debt and
the implementation of new credit facilities for the company at more competitive
market rates of interest. That refinancing process has been on hold since the
beginning of the investigation in September, although we continue to have
on-going discussions with our prospective lenders. While those prospective
lenders remain interested in

TransTechnology Corporation -  June 17, 2004
Fiscal 2004 Fourth Quarter Earnings Release                         Page 3 of 6
- -------------------------------------------------------------------------------

completing the refinancing at terms that will be substantially more favorable to
the company than the current credit structure, they have indicated that
additional clarity as to the outcome of the investigation must be evident before
they will be in a position to actively resume the process."

STATUS OF UNITED STATES ATTORNEY'S OFFICE INVESTIGATION

As previously reported, the company continues to cooperate fully with the
investigation of the overhaul and repair operation by the United States
Attorney's office and has kept the government informed of the progress of the
Company's implementation of our previously announced corrective action program.
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. There can be no assurance as to the outcome
of the investigation or when any determination by the United States Attorney's
Office will be reached.

FISCAL 2005 BUSINESS TARGETS

Mr. White stated, "Our long-term vision for the future of our company remains
unchanged. We believe that TransTechnology will continue to be recognized as the
pre-eminent designer, manufacturer and service provider of sophisticated lifting
equipment for the Aerospace and Defense markets. The strength of our operating
results over the past several years is proof that our business model of market
leadership through design, engineering and superior customer service;
maintaining operating agility with a focus on cash generation; and keeping our
high-quality people challenged, is a successful one."

Mr. White continued, "We are entering the new fiscal year with a strong backlog
and a full plate of new programs in development. As we work on these new
programs, we plan to consolidate our gains from the very strong and rapid growth
in our business over the past several years. We have set our sales target at $64
million for fiscal 2005, essentially unchanged from 2004, even though we will
see a significant change in the types of products shipped. Because of this shift
in products, we expect to see our gross margin also remain steady at this year's
43% level, consistent with the 43-45% range it has been for the past three
years. Since we have a $58 million federal net operating loss carry-forward, we
will not be required to pay federal income taxes on any fiscal 2005 profits, but
we will recognize, for EPS purposes, a full federal and state income tax burden
of 38%. Our fiscal 2005 capital spending program, budgeted at $3.1 million, is
much higher than in past years as we will begin the installation of a new ERP
system early in fiscal 2005 and hope to have it completed by April 2005. The ERP
installation will also result in the fiscal 2005 recognition of approximately
$0.5 million of non-recurring operating expenses associated with the project.
Targeted EBITDA for fiscal 2005 is approximately $14 million, relatively
unchanged from fiscal 2004's level. Because of the uncertainty as to the
duration and exact nature of the U.S. Attorney's investigation, we have budgeted
$1 million for legal and other costs associated with that investigation for
fiscal 2005. Resolution of the United States Attorney's investigation into the
overhaul and repair operation and completion of the refinancing of our
subordinated debt are major priorities for 2005."

Mr. White continued, "Our hope and expectation for fiscal 2005 is that we will
continue to grow our business as we have done for the past nine years and
provide our employees with opportunities for continued success and our owners
with an increase in the value of their investment."

NON-GAAP FINANCIAL MEASURES

TransTechnology Corporation -  June 17, 2004
Fiscal 2004 Fourth Quarter Earnings Release                         Page 4 of 6
- -------------------------------------------------------------------------------

In addition to disclosing financial results that are determined in accordance
with generally accepted accounting principles (GAAP), the company also discloses
operating income (income from continuing operations, before interest and taxes
and non-recurring or unusual charges and gains associated with derivatives
included in the prior year's results), EBITDA (earnings before interest, taxes,
depreciation and amortization) and the book-to-bill ratio (the ratio of new
orders to sales) which are non-GAAP measures. Management believes that providing
this additional information is useful to investors, as it provides more direct
information regarding the company's ability to meet debt service requirements
and so that investors may better assess and understand the company's underlying
operating performance. The company does not intend for the additional
information to be considered in isolation or as a substitute for GAAP measures.
A reconciliation of EBITDA to operating income is set forth following the
balance sheet information in the financial statements contained in this press
release.

TransTechnology Corporation, operating as Breeze-Eastern, is the world's leading
designer and manufacturer of sophisticated lifting devices for military and
civilian aircraft, including rescue hoist, cargo hooks, and weapons-lifting
systems. The company employs approximately 180 people at its facility in Union,
New Jersey.



                  INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS PRESS RELEASE CONSTITUTE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "ACTS"). ANY STATEMENTS CONTAINED HEREIN
THAT ARE NOT STATEMENTS OF HISTORICAL FACT ARE DEEMED TO BE FORWARD-LOOKING
STATEMENTS.

THE FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE ARE BASED ON CURRENT
BELIEFS, ESTIMATES AND ASSUMPTIONS CONCERNING THE OPERATIONS, FUTURE RESULTS,
AND PROSPECTS OF THE COMPANY. AS ACTUAL OPERATIONS AND RESULTS MAY MATERIALLY
DIFFER FROM THOSE ASSUMED IN FORWARD-LOOKING STATEMENTS, THERE IS NO ASSURANCE
THAT FORWARD-LOOKING STATEMENTS WILL PROVE TO BE ACCURATE. FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO THE SAFE HARBORS CREATED IN THE ACTS.

ANY NUMBER OF FACTORS COULD AFFECT FUTURE OPERATIONS AND RESULTS, INCLUDING,
WITHOUT LIMITATION, THE RESULTS OF AUDITS AND INQUIRIES INTO THE COMPANY'S
BUSINESS PRACTICES; THE COMPANY'S ABILITY TO COMPLETE THE REFINANCING OF ITS
SENIOR AND SUBORDINATED CREDIT FACILITIES ON TERMS AND CONDITIONS ACCEPTABLE TO
THE COMPANY; THE COMPANY'S ABILITY TO BE PROFITABLE WITH A SMALLER AND LESS
DIVERSE BASE OF OPERATIONS THAT WILL GENERATE LESS REVENUE; THE COMPANY'S
ABILITY TO SATISFY THE LISTING REQUIREMENTS OF THE NYSE OR ANY OTHER NATIONAL
EXCHANGE ON WHICH ITS SHARES ARE OR WILL BE LISTED OR OTHERWISE PROVIDE A
TRADING VENUE FOR ITS SHARES; THE VALUE OF REPLACEMENT OPERATIONS, IF ANY;
DETERMINATION BY THE COMPANY TO DISPOSE OF ADDITIONAL EXISTING ASSETS; GENERAL
INDUSTRY AND ECONOMIC CONDITIONS; EVENTS IMPACTING THE U.S. AND WORLD FINANCIAL
MARKETS AND ECONOMIES; INTEREST RATE TRENDS; CAPITAL REQUIREMENTS; COMPETITION
FROM OTHER COMPANIES; CHANGES IN APPLICABLE LAWS, RULES AND REGULATIONS
AFFECTING THE COMPANY IN THE LOCATIONS IN WHICH IT CONDUCTS ITS BUSINESS; THE
AVAILABILITY OF EQUITY AND/OR DEBT FINANCING IN THE AMOUNTS AND ON THE TERMS
NECESSARY TO SUPPORT THE COMPANY'S FUTURE BUSINESS; AND THOSE SPECIFIC RISKS
THAT ARE DISCUSSED IN THE COMPANY'S PREVIOUSLY FILED ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 31, 2003 AND ITS QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL QUARTER ENDED DECEMBER 28, 2003.

THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION OR FUTURE EVENTS.

TransTechnology Corporation -  June 17, 2004
Fiscal 2004 Fourth Quarter Earnings Release                         Page 5 of 6
- -------------------------------------------------------------------------------


                           TRANSTECHNOLOGY CORPORATION
                      STATEMENTS OF CONSOLIDATED OPERATIONS
                   (IN THOUSANDS OF DOLLARS EXCEPT SHARE DATA)


                                                                   Three Months Ended                  Twelve Months Ended
                                                               03/31/04          03/31/03          03/31/04          03/31/03
                                                                                                       
Net sales                                                    $    15,475       $    13,693       $    64,606       $    54,996
Cost of sales                                                      8,474             8,294            36,503            30,426
                                                             -----------       -----------       -----------       -----------
      Gross profit                                                 7,001             5,399            28,103            24,570

General, administrative and selling
    expenses                                                       4,512             5,725            16,211            17,605
Interest expense                                                   2,720             2,620            10,431             9,158
Interest and other (income) expense-net                               29              (106)           (1,289)               18
Unrealized gain on warrants                                         --              (1,958)             --              (1,967)
Forbearance fees                                                    --                --                --                 764
Charges related to debt reduction                                   --               3,735              --               3,735
Corporate office restructuring charge                               --               2,181              --               2,696
                                                             -----------       -----------       -----------       -----------
Income (loss) from continuing operations
       before income taxes                                          (260)           (6,798)            2,750            (7,439)
Provision for income taxes (benefit)                                (138)           (3,349)            1,006            (3,574)
                                                             -----------       -----------       -----------       -----------
Income (loss) from continuing operations                            (122)           (3,449)            1,744            (3,865)

    Gain on disposal of discontinued businesses
   (less applicable income taxes of $6,181 and
     $3,083 for the three and twelve month
     periods ended March 31, 2003
     respectively)                                                  --              20,355              --              13,099
                                                             -----------       -----------       -----------       -----------

Net income (loss)                                            $      (122)      $    16,906       $     1,744       $     9,234
                                                             ===========       ===========       ===========       ===========

BASIC EARNINGS PER SHARE:
Earnings (loss) from continuing operations                   $     (0.02)      $     (0.52)      $      0.26       $     (0.61)
Income from discontinued operations                                 --                3.07              --                2.08
                                                             -----------       -----------       -----------       -----------
Net income (loss)                                            $     (0.02)      $      2.55       $      0.26       $      1.47
                                                             ===========       ===========       ===========       ===========

DILUTED EARNINGS PER SHARE:
Earnings (loss) from continuing operations                   $     (0.02)      $     (0.52)      $      0.26       $     (0.61)
Income from discontinued operations                                 --                3.07              --                2.08
                                                             -----------       -----------       -----------       -----------
Net income (loss)                                            $     (0.02)      $      2.55       $      0.26       $      1.47
                                                             ===========       ===========       ===========       ===========

Weighted average basic shares                                  6,669,000         6,628,000         6,658,000         6,303,000
Weighted average diluted shares                                6,669,000         6,628,000         6,679,000         6,303,000



TransTechnology Corporation -  June 17, 2004
Fiscal 2004 Fourth Quarter Earnings Release                         Page 6 of 6
- -------------------------------------------------------------------------------
                            BALANCE SHEET INFORMATION


                                                 03/31/04       03/31/03

                                                        
Current assets                                   $ 36,132       $ 36,504
Property, plant and equipment - net                 2,428          2,349
Other assets                                       38,649         46,270
                                                 --------       --------
Total assets                                     $ 77,209       $ 85,123
                                                 ========       ========


Current portion of long-term debt                $     79       $     79
Other current liabilities                          13,880         25,264
                                                 --------       --------
  Total current liabilities                        13,959         25,343
Long-term debt                                     56,472         53,487
Other liabilities                                  10,565         12,933
Redeemable common stock                              --            1,283
Stockholders' deficit                              (3,787)        (7,923)
                                                 --------       --------
Total liabilities and stockholders' deficit      $ 77,209       $ 85,123
                                                 ========       ========


  RECONCILIATION OF REPORTED INCOME (LOSS) FROM CONTINUING OPERATIONS TO EBITDA



                                                    Three months ended            Twelve months ended
                                                  03/31/04       03/31/03       03/31/04       03/31/03
                                                                                   
Net sales                                         $ 15,475       $ 13,693       $ 64,606       $ 54,996
Cost of sales                                        8,474          8,294         36,503         30,426
                                                  --------       --------       --------       --------
Gross Profit                                         7,001          5,399         28,103         24,570
                                                  --------       --------       --------       --------

SG&A - operations                                    3,006          2,597         10,392          9,202
Corporate office expenses                            1,506          3,128          5,819          8,403
                                                  --------       --------       --------       --------
               Total SG&A                            4,512          5,725         16,211         17,605
                                                  --------       --------       --------       --------

Operating income                                     2,489           (326)        11,892          6,965

Add back: depreciation and amortization                583            696          2,279          2,367
                                                  --------       --------       --------       --------

EBITDA                                            $  3,072       $    370       $ 14,171       $  9,332
                                                  ========       ========       ========       ========

Income (loss) from continuing operations              (122)        (3,449)         1,744         (3,865)
Provision for income taxes (benefit)                  (138)        (3,349)         1,006         (3,574)
Depreciation and amortization                          583            696          2,279          2,367
Interest expense                                     2,720          2,620         10,431          9,158
Interest and other (income) expense-net                 29           (106)        (1,289)            18
Unrealized gain on warrants                           --           (1,958)          --           (1,967)
Forbearance fees                                      --             --             --              764
Charges related to debt reduction                     --            3,735           --            3,735
Corporate office restructuring charge                 --            2,181           --            2,696
                                                  --------       --------       --------       --------
EBITDA                                            $  3,072       $    370       $ 14,171       $  9,332
                                                  ========       ========       ========       ========



                                      #####