##### 



FORM 10-Q/A-1   SECURITIES AND EXCHANGE
COMMISSIONWashington, 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 September 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  Delaware
(State or other jurisdiction of
incorporation or organization)
 700 Liberty AvenueUnion, New Jersey
(Address of principal executive offices)
    
    95-4062211
(I.R.S. employer
identification no.)
 07083
(Zip Code)
 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 November 10, 2003, the total number of outstanding shares of registrants
one class of common stock was 6,498,143.




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##### 



TRANSTECHNOLOGY CORPORATION FORM 10-Q/A-1 The following items of the Form 10-Q for the quarterly period ended
September 28, 2003, previously filed by the registrant on November 12, 2003,
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
    
    Description31.1
    
    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.




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##### 



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 September 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 three and six month periods ended September
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. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




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##### 



STATEMENTS OF CONSOLIDATED OPERATIONS
UNAUDITED
(In Thousands of Dollars, Except Share Data) THREE MONTHS ENDED
    
    SIX MONTHS ENDEDSEPTEMBER 28, 2003
    
    SEPTEMBER 29, 2002
    
    SEPTEMBER 28, 2003
    
    SEPTEMBER 29, 2002Net sales
    
    $
    16,333
    
    
    $
    11,854
    
    
    $
    32,452
    
    
    $
    25,741Cost of sales
    
    
    9,575
    
    
    
    6,380
    
    
    
    18,347
    
    
    
    14,056Gross profit
    
    
    6,758
    
    
    
    5,474
    
    
    
    14,105
    
    
    
    11,685General, administrative
and selling expenses
    
    
    3,531
    
    
    
    4,266
    
    
    
    7,302
    
    
    
    7,868Interest expense
    
    
    2,568
    
    
    
    2,004
    
    
    
    5,071
    
    
    
    4,120Interest and other (income) expense  net
    
    
    (159
    )
    
    
    10
    
    
    
    (206
    )
    
    
    (27
    )Unrealized loss on warrants
    
    
    
    
    
    
    1,219
    
    
    
    
    
    
    
    1,219Forbearance fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    764Income (loss) from continuing operations
before income taxes
    
    
    818
    
    
    
    (2,025
    )
    
    
    1,938
    
    
    
    (2,259
    )Provision for income taxes (benefit)
    
    
    310
    
    
    
    (315
    )
    
    
    736
    
    
    
    (406
    )Income (loss) from continuing operations
    
    
    508
    
    
    
    (1,710
    )
    
    
    1,202
    
    
    
    (1,853
    )Discontinued operations:Loss on disposal of discontinued businesses
(less applicable income tax benefit of
$1,587 and $1,975 for the three and six month
periods ended September 29, 2002, respectively)
    
    
    
    
    
    
    (3,523
    )
    
    
    
    
    
    
    (4,130
    )Net income (loss)
    
    $
    508
    
    
    $
    (5,233
    )
    
    $
    1,202
    
    
    $
    (5,983
    )Basic earnings (loss) per share:Income (loss) from continuing operations
    
    $
    0.08
    
    
    $
    (0.28
    )
    
    $
    0.18
    
    
    $
    (0.30
    )Loss from discontinued operations
    
    
    
    
    
    
    (0.57
    )
    
    
    
    
    
    
    (0.67
    )Net income (loss)
    
    $
    0.08
    
    
    $
    (0.85
    )
    
    $
    0.18
    
    
    $
    (0.97
    )Diluted earnings (loss) per share:Income (loss) from continuing
operations
    
    $
    0.08
    
    
    $
    (0.28
    )
    
    $
    0.18
    
    
    $
    (0.30
    )Loss from discontinued operations
    
    
    
    
    
    
    (0.57
    )
    
    
    
    
    
    
    (0.67
    )Net income (loss)
    
    $
    0.08
    
    
    $
    (0.85
    )
    
    $
    0.18
    
    
    $
    (0.97
    )Number of shares used in computation
of per share information: (Note 1)Basic
    
    
    6,647,000
    
    
    
    6,197,000
    
    
    
    6,647,000
    
    
    
    6,194,000Diluted
    
    
    6,676,000
    
    
    
    6,197,000
    
    
    
    6,662,000
    
    
    
    6,194,000
 See accompanying notes to unaudited consolidated financial statements.




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##### 



CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, Except Share Data) (UNAUDITED)SEPTEMBER 28, 2003
    
    MARCH 31, 2003ASSETSCurrent assets:Cash and cash equivalents
    
    $
    757
    
    
    $
    7,104Accounts receivable (net of allowance for doubtful accounts
of $71 at September 28, 2003 and $65 at March 31, 2003)
    
    
    9,777
    
    
    
    6,701Inventories
    
    
    19,332
    
    
    
    19,683Prepaid expenses and other current assets
    
    
    898
    
    
    
    1,364Income tax receivable
    
    
    226
    
    
    
    363Deferred income taxes
    
    
    1,289
    
    
    
    1,289Total current assets
    
    
    32,279
    
    
    
    36,504Property, plant and equipment
    
    
    12,869
    
    
    
    12,721Less accumulated depreciation
    
    
    10,583
    
    
    
    10,372Property, plant and equipment  net
    
    
    2,286
    
    
    
    2,349Other assets:Deferred income taxes
    
    
    30,053
    
    
    
    30,712Other
    
    
    14,848
    
    
    
    15,558Total other assets
    
    
    44,901
    
    
    
    46,270Total
    
    $
    79,466
    
    
    $
    85,123LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Current portion of long-term debt
    
    $
    79
    
    
    $
    79Accounts payable  trade
    
    
    4,628
    
    
    
    4,954Accrued compensation
    
    
    1,813
    
    
    
    2,847Accrued income taxes
    
    
    174
    
    
    
    2,460Other current liabilities
    
    
    10,219
    
    
    
    15,003Total current liabilities
    
    
    16,913
    
    
    
    25,343Long-term debt payable to banks and others
    
    
    54,930
    
    
    
    53,487Deferred income taxes
    
    
    1,598
    
    
    
    1,332Other long-term liabilities
    
    
    10,478
    
    
    
    11,601Redeemable common stock
    
    
    
    
    
    
    1,283Stockholders 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 September 28, 2003, and 7,018,299 at March 31, 2003
    
    
    71
    
    
    
    70Additional paid-in capital
    
    
    76,728
    
    
    
    74,283Accumulated deficit
    
    
    (71,791
    )
    
    
    (72,993
    )Unearned compensation
    
    
    (221
    )
    
    
    (43
    )4,787
    
    
    
    1,317Less treasury stock, at cost  (560,964 shares at September 28, 2003
and March 31, 2003)
    
    
    (9,240
    )
    
    
    (9,240
    )Total stockholders deficit
    
    
    (4,453
    )
    
    
    (7,923
    )Total
    
    $
    79,466
    
    
    $
    85,123
 See accompanying notes to unaudited consolidated financial statements.




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##### 



STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
(In Thousands of Dollars) SIX MONTHS ENDEDSEPTEMBER 28, 2003
    
    SEPTEMBER 29, 2002CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    1,202
    
    
    $
    (5,983
    )Adjustments to reconcile net income (loss) to net cash used in
operating activities:Loss from discontinued operations
    
    
    
    
    
    
    4,130Depreciation and amortization
    
    
    1,009
    
    
    
    873Net change in assets of discontinued companies
    
    
    
    
    
    
    753Warrant mark to market adjustment
    
    
    
    
    
    
    1,219Noncash interest expense
    
    
    1,537
    
    
    
    1,358Increase (decrease) in provision for bad debt
    
    
    6
    
    
    
    (198
    )Changes in assets and liabilities:(Increase) decrease in accounts receivable and other receivables
    
    
    (2,938
    )
    
    
    7,032Decrease (increase) in inventories
    
    
    351
    
    
    
    (1,270
    )Decrease (increase) in deferred taxes net
    
    
    659
    
    
    
    (2,509
    )Decrease (increase) in other assets
    
    
    428
    
    
    
    (4,153
    )(Decrease) increase in accounts payable
    
    
    (326
    )
    
    
    110Decrease in accrued compensation
    
    
    (1,034
    )
    
    
    (462
    )Decrease in income taxes payable
    
    
    (2,020
    )
    
    
    (449
    )Decrease in other liabilities
    
    
    (5,100
    )
    
    
    (580
    )Net cash used in operating activities
    
    
    (6,226
    )
    
    
    (129
    )CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (159
    )
    
    
    (437
    )Proceeds from sales of businesses
    
    
    
    
    
    
    6,425Decrease in notes and other receivables
    
    
    
    
    
    
    (223
    )Net cash (used in) provided by investing activities
    
    
    (159
    )
    
    
    5,765CASH FLOWS FROM FINANCING ACTIVITIES:Repayments on debt, net
    
    
    
    
    
    
    (4,414
    )Exercise of stock options and other
    
    
    38
    
    
    
    (95
    )Net cash provided by (used in) financing activities
    
    
    38
    
    
    
    (4,509
    )(Decrease) increase in cash and cash equivalents
    
    
    (6,347
    )
    
    
    1,127Cash and cash equivalents at beginning of period
    
    
    7,104
    
    
    
    97Cash and cash equivalents at end of period
    
    $
    757
    
    
    $
    1,224Supplemental information:Interest payments
    
    $
    3,480
    
    
    $
    10,283Income tax payments
    
    $
    2,098
    
    
    $
    188Increase in senior subordinated note for paid-in-kind interest expense
    
    $
    1,443
    
    
    $
    1,263Increase 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.




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##### 



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
    
    Six Months EndedSeptember 28,
    
    September 29,
    
    September 28,
    
    September 29,2003
    
    2002
    
    2003
    
    2002Basic Earnings
(Loss) per Common
Share:Weighted-average
common stock out-
standing for basic
earnings (loss) per
share calculation
    
    
    6,647
    
    
    
    6,197
    
    
    
    6,647
    
    
    
    6,194Diluted Earnings
(Loss) per Common
Share:Weighted-average
common shares
outstanding
    
    
    6,647
    
    
    
    6,197
    
    
    
    6,647
    
    
    
    6,194Stock options and
warrants*
    
    
    29
    
    
    
    
    
    
    
    15
    
    
    
    Weighted-average
common stock
outstanding for
diluted earnings
(loss) per share
calculation
    
    
    6,676
    
    
    
    6,197
    
    
    
    6,662
    
    
    
    6,194
   *
    
    Not including anti-dilutive stock options totaling 194 and 606 for the three
and six month periods ended September 28, 2003, respectively, and 53 and 135
for the three and six month periods ended September 29, 2002, respectively.
Also excluding anti-dilutive warrants totaling 428 for the three and six month
periods ended September 29, 2002.




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##### 



NOTE 2. Comprehensive Income (Loss) Comprehensive income (loss) for the three and six month periods ended September
28, 2003 and September 29, 2002 is summarized below. Three Months Ended
    
    Six Months EndedSeptember 28,
    
    September 29,
    
    September 28,
    
    September 29,2003
    
    2002
    
    2003
    
    2002Net income (loss)
    
    $
    508
    
    
    $
    (5,235
    )
    
    $
    1,202
    
    
    $
    (5,983
    )Other comprehensive
income (loss), net
of tax:Foreign currency
translation
adjustment arising
during period
    
    
    
    
    
    
    77
    
    
    
    
    
    
    
    (86
    )Reclassification
adjustment for sale
of investment in
foreign entity
    
    
    
    
    
    
    3,306
    
    
    
    
    
    
    
    3,306Total comprehensive
income (loss)
    
    $
    508
    
    
    $
    (1,852
    )
    
    $
    1,202
    
    
    $
    (2,763
    )
 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.




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##### 



Three Months Ended
    
    Six Months EndedSeptember 28,
    
    September 29,
    
    September 28,
    
    September 29,2003
    
    2002
    
    2003
    
    2002Net income (loss) as reported
    
    $
    508
    
    
    $
    (5,235
    )
    
    $
    1,202
    
    
    $
    (5,983
    )Deduct: Total stock-based
compensation expense
determined under fair value
based method, net of taxes
    
    
    (47
    )
    
    
    (56
    )
    
    
    (86
    )
    
    
    (112
    )Proforma net income (loss)
    
    $
    461
    
    
    $
    (5,291
    )
    
    $
    1,116
    
    
    $
    (6,095
    )Basic earnings (loss) per share:As reported
    
    $
    0.08
    
    
    $
    (0.85
    )
    
    $
    0.18
    
    
    $
    (0.97
    )Proforma
    
    $
    0.07
    
    
    $
    (0.85
    )
    
    $
    0.17
    
    
    $
    (0.98
    )Diluted earnings (loss) per share:As reported
    
    $
    0.08
    
    
    $
    (0.85
    )
    
    $
    0.18
    
    
    $
    (0.97
    )Proforma
    
    $
    0.07
    
    
    $
    (0.85
    )
    
    $
    0.17
    
    
    $
    (0.98
    )
 NOTE 4. Inventories Inventories are summarized as follows: September 28, 2003
    
    March 31, 2003Finished goods
    
    $
    1
    
    
    $
    2Work in process
    
    
    5,822
    
    
    
    6,105Purchased and
manufactured parts
    
    
    13,509
    
    
    
    13,576Total
    
    $
    19,332
    
    
    $
    19,683




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##### 



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
    
    Six MonthsEnded
    
    EndedSeptember 29, 2002
    
    September 29, 2002Net sales
    
    $
    11,876
    
    
    $
    31,482Loss from discontinued
operations before
income taxes
    
    
    (5,110
    )
    
    
    (6,105
    )Income tax benefits
    
    
    1,587
    
    
    
    1,975Loss from discontinued
operations
    
    $
    (3,523
    )
    
    $
    (4,130
    )
 The $4.1 million loss from discontinued operations for the six months ended
September 29, 2002 included actual operating income of $4.5 million from
discontinued operations, allocated interest expense of $3.6 million, a $1.9
million charge to reflect the amounts ultimately realized from sales of
discontinued business units, a noncash charge of $4.9 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 $2.0 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: September 29,
    
    March 31,2003
    
    2003Senior Subordinated Notes     18.5%
    
    $
    54,772
    
    
    $
    53,329Other
    
    
    237
    
    
    
    23755,009
    
    
    
    53,566Less current maturities
    
    
    79
    
    
    
    79Total long-term debt
    
    $
    54,930
    
    
    $
    53,487




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##### 



SENIOR CREDIT FACILITY At September 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. The maturity date of this
facility is January 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 September 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 we retire
the notes. 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
September 28, 2003, the principal balance outstanding on the notes amounted to
$54.8 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
September 28, 2003, there were 171,041 Warrants outstanding which are each
convertible into common stock at the price $.01 per warrant. All of the Warrants
were considered to be common stock equivalents for the purpose of calculating
earnings per share at September 28, 2003.




---



##### 



The Company has long-term debt maturities of $0.1 million, $54.9 million and
$0.1 million in 2004, 2005 and 2006, respectively. NOTE 7. New Accounting Standards In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure
(SFAS 148) 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
and will continue to cooperate fully with the governments investigation. In
addition, the Board of Directors has retained a fact finding and forensic
accounting firm, The Bradlau Group, Morristown, New Jersey, to perform an
independent process review and evaluation of the overhaul and repair operations
the Companys Breeze-Eastern business. The Board of Directors has indicated that
it intends to share the findings of this independent process review and
evaluation with the United States Attorneys office. The findings of The Bradlau
Group were not complete 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 US Attorneys investigation is continuing and the Company has not been
made aware of any specific violations resulting from that investigation.




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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. SpanierJoseph F. Spanier, Vice PresidentTreasurer and Chief Financial Officer*   *
    
    On behalf of the Registrant and as Principal Financial and Accounting
Officer.