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 26, 2004
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
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TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-4062211
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
700 Liberty Avenue 07083
Union, New Jersey (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 X No
___ ___
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 4, 2005, the total number of outstanding shares of
registrant's one class of common stock was 6,700,560.
TRANSTECHNOLOGY CORPORATION
FORM 10-Q/A-1
The following items of the Form 10-Q for the quarterly period ended
December 26, 2004, previously filed by the Registrant on February 7, 2005, are
hereby amended and supplemented. Except for the restatement of the Statements of
Consolidated Cash Flows for the nine months ended December 26, 2004 as described
in Note 7, no other changes to the consolidated financial statements or notes
thereto included in this amendment number 1 on Form 10-Q/A have been made.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
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.
2
PART I. FINANCIAL INFORMATION
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 Statement of Consolidated Operations for the period ended
December 26, 2004, 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, 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, 2004.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
3
TRANSTECHNOLOGY CORPORATION
STATEMENTS OF CONSOLIDATED OPERATIONS
(UNAUDITED)
(In Thousands of Dollars, Except Share Data)
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------------- --------------------------------------
DECEMBER 26, 2004 DECEMBER 28, 2003 DECEMBER 26, 2004 DECEMBER 28, 2003
----------------- ----------------- ----------------- -----------------
Net sales $ 17,267 $ 16,679 $ 47,064 $ 49,131
Cost of sales 10,049 9,682 27,810 28,029
----------- ----------- ----------- -----------
Gross profit 7,218 6,997 19,254 21,102
General, administrative
and selling expenses 4,411 4,397 12,635 11,699
Interest expense 2,462 2,640 8,143 7,711
Interest income and other expense (income)-net 85 (1,112) 16 (1,318)
Loss on extinguishment of debt 2,185 -- 2,185 --
----------- ----------- ----------- -----------
(Loss) income before income taxes (1,925) 1,072 (3,725) 3,010
(Benefit) provision for income taxes (657) 408 (1,341) 1,144
----------- ----------- ----------- -----------
Net (loss) income $ (1,268) $ 664 $ (2,384) $ 1,866
=========== =========== =========== ===========
Basic (loss) earnings per share:
Net (loss) income $ (0.19) $ 0.10 $ (0.36) $ 0.28
=========== =========== =========== ===========
Diluted (loss) earnings per share:
Net (loss) income $ (0.19) $ 0.10 $ (0.36) $ 0.28
=========== =========== =========== ===========
Number of shares used in computation
of per share information: (Note 1)
Basic 6,701,000 6,669,000 6,684,000 6,655,000
Diluted 6,701,000 6,691,000 6,684,000 6,672,000
See accompanying notes to unaudited consolidated financial statements.
4
TRANSTECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, Except Share Data)
(UNAUDITED)
DECEMBER 26, 2004 MARCH 31, 2004
----------------- --------------
ASSETS
Current assets:
Cash and cash equivalents $ 153 $ 960
Accounts receivable (net of allowance for doubtful accounts
of $20 at December 26, 2004 and $10 at March 31, 2004) 10,852 8,720
Inventories-net 15,748 20,449
Prepaid expenses and other current assets 689 842
Income tax receivable 376 395
Deferred income taxes 3,334 3,334
Real estate held for sale -- 1,432
-------- --------
Total current assets 31,152 36,132
-------- --------
Property, plant and equipment 14,857 13,222
Less accumulated depreciation (11,139) (10,794)
-------- --------
Property, plant and equipment - net 3,718 2,428
-------- --------
Other assets:
Deferred income taxes 28,227 27,035
Other 11,978 11,614
-------- --------
Total other assets 40,205 38,649
-------- --------
Total $ 75,075 $ 77,209
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt and short term borrowings $ 3,301 $ 79
Accounts payable-trade 3,956 5,224
Accrued compensation 1,629 2,890
Accrued income taxes 1,077 1,566
Accrued interest 624 1,813
Other current liabilities 1,657 2,387
-------- --------
Total current liabilities 12,244 13,959
-------- --------
Long-term debt payable to banks and others 58,450 56,472
-------- --------
Other long-term liabilities 10,385 10,565
-------- --------
Stockholders' deficit:
Preferred stock -- authorized, 300,000 shares; none issued -- --
Common stock -- authorized, 14,700,000 shares of $.01 par value;
issued 7,090,695 and 7,059,107 at December 26, 2004 and
March 31, 2004, respectively 71 71
Additional paid-in capital 75,659 76,728
Accumulated deficit (73,633) (71,249)
Unearned compensation (181) (97)
-------- --------
1,916 5,453
Less treasury stock, at cost -- 390,135 shares at December 26, 2004
and 560,964 at March 31, 2004 (7,920) (9,240)
-------- --------
Total stockholders' deficit (6,004) (3,787)
-------- --------
Total $ 75,075 $ 77,209
======== ========
See accompanying notes to unaudited consolidated financial statements.
5
TRANSTECHNOLOGY CORPORATION
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
(In Thousands of Dollars)
NINE MONTHS ENDED
AS RESTATED,
SEE NOTE 7
DECEMBER 26, 2004 DECEMBER 28, 2003
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (2,384) $ 1,866
Adjustments to reconcile net (loss) income to net cash used in
operating activities:
Write off of unamortized loan fees 1,438 --
Depreciation and amortization 1,162 1,696
Noncash interest expense 2,510 2,367
Increase in provision for bad debt 12 10
Changes in assets and liabilities:
Increase in accounts receivable and other receivables (2,125) (922)
Decrease in inventories 4,701 716
(Increase) decrease in deferred taxes net (1,192) 1,024
(Increase) decrease in other assets (174) 214
Decrease in accounts payable (1,268) (1,193)
Decrease in accrued compensation (1,261) (868)
Decrease in income taxes payable (489) (1,979)
Decrease in other liabilities (2,238) (8,869)
-------- --------
Net cash used in operating activities (1,308) (5,938)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (1,636) (350)
Proceeds from sale of real estate 1,331 --
Decrease in notes receivable 25 1,000
-------- --------
Net cash (used in) provided by investing activities (280) 650
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt and other short term borrowings (66,216) --
Proceeds from debt and other short term borrowings 69,046 --
Payment of debt issue costs (2,070) --
Exercise of stock options 21 39
-------- --------
Net cash provided by financing activities 781 39
-------- --------
Decrease in cash and cash equivalents (807) (5,249)
Cash and cash equivalents at beginning of period 960 7,104
-------- --------
Cash and cash equivalents at end of period $ 153 $ 1,855
======== ========
Supplemental information:
Interest payments 6,109 5,271
Income tax payments 341 2,099
Increase in senior subordinated note and term loans for paid-in-kind
interest expense 2,370 2,230
Increase in additional paid-in-capital from warrant put expiration -- 2,184
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 is 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 26, December 28, December 26, December 28,
2004 2003 2004 2003
---- ---- ---- ----
Basic Earnings (Loss) per
Common Share:
Weighted-average common stock
outstanding for basic earnings
(loss) per share calculation 6,701 6,669 6,684 6,655
===== ===== ===== =====
Diluted Earnings (Loss) per
Common Share:
Weighted-average
common shares
outstanding 6,701 6,669 6,684 6,655
Stock options and
warrants* -- 22 -- 17
----- ----- ----- -----
Weighted-average common
stock outstanding for diluted
earnings (loss) per share
calculation 6,701 6,691 6,684 6,672
===== ===== ===== =====
* Not including anti-dilutive stock options totaling 144 and 148 for the
three and nine month periods ended December 26, 2004 respectively, and
158 and 255 for the three and nine month periods ended December 28,
2003, respectively.
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NOTE 2. Stock-Based Compensation
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation", 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 26, 2004 December 28, 2003 December 26, 2004 December 28, 2003
----------------- ----------------- ----------------- -----------------
Net (loss) income as reported $ (1,268) $ 664 $ (2,384) $ 1,866
Add: Stock based employee compensation expense
included in reported net (loss) income, net of
related tax effects. 36 14 93 42
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects (79) (61) (199) (174)
-------- ------ -------- --------
Proforma net (loss) income $ (1,311) $ 617 $ (2,490) $ 1,734
======== ====== ======== ========
Basic earnings (loss) per share:
As reported $ (0.19) $ 0.10 $ (0.36) $ 0.28
Proforma $ (0.20) $ 0.09 $ (0.37) $ 0.26
Diluted earnings (loss) per share:
As reported $ (0.19) $ 0.10 $ (0.36) $ 0.28
Proforma $ (0.20) $ 0.09 $ (0.37) $ 0.26
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NOTE 3. Inventories
Inventories, net of valuation allowances, are summarized as follows:
December 26, 2004 March 31, 2004
----------------- --------------
Finished goods $ -- $ 1
Work in process 4,275 7,037
Purchased and
manufactured parts 11,473 13,411
------- -------
Total $15,748 $20,449
======= =======
NOTE 4. Long-term Debt Payable to Banks and Others
Long-term debt payable to banks and others, including current maturities
consisted of the following:
December 26, 2004 March 31, 2004
----------------- --------------
Revolving Credit Facility 6.75% $ 222 $ --
Term Loans 8.25-21.25% 61,371 --
Senior Subordinated Notes 19% -- 56,393
Other 158 158
---------- ---------
61,751 56,551
Less current maturities 3,301 79
---------- ---------
Total long-term debt $ 58,450 $ 56,472
========== =========
Senior Credit Facility - On November 10, 2004, the Company refinanced and repaid
in full the Former Senior Credit Facility (see below) and the Notes (see below)
with a $71.5 million, forty-two month, senior credit facility (the "Senior
Credit Facility"). The Senior Credit Facility consists of a $10.0 million
asset-based Revolving Credit Facility, and three tranches of Term Loans totaling
$61.5 million. At December 26, 2004, the Senior Credit Facility has an effective
weighted interest rate of approximately 13.7% which is tied to the prime rate.
The Term Loans require monthly principal payments of $250,000 over the term of
the loan with the balance due at the end of the term. Accordingly, the balance
sheet reflects $3.0 million of current maturities due under the Senior Credit
Facility. The Senior Credit Facility also contains certain mandatory prepayment
provisions which are linked to cash flow and customary financial covenants and
events of default. The Senior Credit Facility is secured by all of the Company's
assets. The Company recorded a pre-tax charge of $2.2 million relating to the
write-off of unamortized debt issue costs and the payment of pre-payment
premiums in the quarter ended December 26, 2004. Costs associated with
establishing the Senior Credit Facility were $2.2 million and will be amortized
over the forty-two month term of the new facility.
Former Senior Credit Facility - At the time of the refinancing on November 10,
2004, 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
"Former Senior Credit Facility") to refinance all remaining obligations
outstanding under the prior senior credit facility. The Former Senior Credit
Facility was amended on August 5, 2003 and was subsequently amended on January
30, 2004 and July 30, 2004, and was repaid in full on November 10, 2004 (see
"Senior Credit Facility"
9
above). The maturity date of this facility, as amended, was January 31, 2005,
and had an interest rate of 5.75%. The Former Senior Credit Facility was secured
by all of the Company's assets.
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, were due on August 29, 2005 and bore 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 increased 0.25% each quarter,
commencing December 31, 2002 until the Notes were repaid. Effective October 7,
2004, the Purchasers executed a waiver with respect to our technical compliance
with certain financial covenants. At the time of the refinancing on November 10,
2004 described above, the principal balance outstanding on the Notes amounted to
$58.7 million, which included the original principal amount plus the PIK notes.
As of November 5, 2004, all of the Warrants had been exercised by the
Purchasers.
NOTE 5. New Accounting Standards
In December 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46R, a revision to Interpretation No. 46, "Consolidation of
Variable Interest Entities", which addresses how a business enterprise should
evaluate whether it has a controlling financial interest in an entity through
means other than voting rights and accordingly should consolidate the entity.
Interpretation No. 46R clarifies some of the provisions of Interpretation No. 46
and exempts certain entities from its requirements. Interpretation No. 46R was
effective for the Company at the end of the first quarter ended June 27, 2004.
The adoption of this statement did not have a material impact on the Company's
financial position or results of operations.
In November 2004, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 151, Inventory Costs. This statement amends the guidance in
Accounting Research Bulletin ("ARB") No. 43, Restatement and Revision of
Accounting Research Bulletins, Chapter 4 "Inventory Pricing", to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs and wasted material (spoilage). SFAS No. 151 requires that these items be
recognized as current-period charges regardless of whether they meet the
definition of "so abnormal" in ARB No. 43. In addition, SFAS No. 151 requires
that allocation of fixed overheads to the costs of conversion be based on the
normal capacity of production facilities. SFAS No. 151 is effective for the
Company for its fiscal year ending March 31, 2006. Management does not believe
that the adoption of this statement will have a material impact on the results
of its operations.
In December 2004, the FASB issued SFAS No. 123 (Revised 2004) "Share-Based
Payment" ("SFAS No. 123R") that addresses the accounting for share-based payment
transactions in which a company receives employee services in exchange for (a)
equity instruments of the company or (b) liabilities that are based on the fair
value of the company's equity instruments or that may be settled by the issuance
of such equity instruments. SFAS No. 123R addresses all forms of share-based
payment awards, including shares issued under employee stock purchase plans,
stock options, restricted stock and stock appreciation rights. SFAS No. 123R
eliminates the ability to account for share-based compensation transactions
using APB Opinion No. 25, "Accounting for Stock Issued to Employees", that was
provided in Statement 123 as originally issued. Under SFAS No. 123R companies
are required to record compensation expense for all share based payment award
transactions measured at fair value. This statement is effective for quarters
ending after June 15, 2005. Management has not yet determined the transition
approach in adopting this statement.
10
NOTE 6. Contingencies
As previously reported, the Company has been subject to an investigation that
was conducted by the Newark, New Jersey office of the United States Attorney
with respect to Breeze-Eastern's overhaul and repair operations. The Company has
now reached an agreement in principle with the United States Government on the
resolution of the civil and contractual aspects of the investigation and has
been advised by the United States Attorney that there will be no criminal
charges against the Company. Under the agreement in principle, the Company will
pay to the United States Government $1.0 million in three installments. A first
installment of $0.1 million will be paid upon finalization of the agreement, a
second installment of $0.3 million will be paid on March 30, 2006 and a third
and final installment of $0.6 million will be paid on September 30, 2006. The
Company has recorded a pre-tax charge of $1.2 million relating to the settlement
and associated costs in the fourth quarter of fiscal 2005.
The Company sold the assets of its Breeze Industrial Products (BIP) division in
July 2001. As part of that transaction, the Company sold the land and building
occupied by the BIP operation to the Indiana County (PA) Development Corporation
(ICDC) for $2,000,000. The ICDC, in turn, entered into a lease of the facility
in September 2001 with BIP as lessee for an initial term of five years and up to
four additional five-year terms. The lease contains an option for BIP to
purchase the property from ICDC at the end of the first term for $1,500,000 (the
appraised value of the property in July 2001). In the event that BIP does not
exercise the purchase option or the renewal option at the end of the initial
term, ICDC, upon proper notification, can require the Company to repurchase the
property for $1,000,000, of which $500,000 is contractually required to be
maintained on deposit with banks located in Indiana County, Pennsylvania. The
Company considers a decision by BIP to vacate the location in Saltsburg,
Pennsylvania to be unlikely as this is a manufacturing facility with
sophisticated machinery, an established well-trained work force, dependable
suppliers, and excellent distribution access. In the event that the facility is
presented for repurchase, management is confident that the repurchase would not
have a material effect on the Company's financial position or cash flows and the
facility can be resold for at least the repurchase price.
The Company is also engaged in various other legal proceedings incidental to its
business. Management is of the opinion that, after taking into consideration
information furnished by our counsel, the above matters will have no material
effect on the consolidated financial position or the results of our operations
in future periods.
NOTE 7. Restatement
Subsequent to the issuance of the Company's unaudited consolidated financial
statements for the nine months ended December 26, 2004, management determined
that the Company's statement of consolidated cash flows for the nine months
ended December 26, 2004 should be restated to reclassify $0.7 million from "net
cash provided by financing activities" to "net cash used in operating
activities" as the charges relate to the extinguishment of debt. The restatement
does not affect the total net change in cash and cash equivalents for nine
months ended December 26, 2004 and has no impact on the Company's results of
operations, financial position or earnings per share amounts.
11
For the Nine Months Then Ended
December 26, 2004
(in thousands)
As Reported As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss on extinguishment of debt $ 2,185 $ --
Write off of unamortized loan fees -- 1,438
Net cash used in operating activities
(561) (1,308)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of debt prepayment penalties $ (747) $ --
Net cash provided by financing activities 34 781
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
The Company carried out an evaluation under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on the forgoing, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures as of the date of this report were not effective solely because of
the material weakness described below.
Internal Control Over Financial Reporting: Subsequent to the issuance
of the Company's Form 10-Q for the quarterly period ended December 26, 2004, we
determined that the Company's statement of consolidated cash flows for the
quarterly period ended December 26, 2004 should be restated to reclassify $0.7
million from "net cash provided by financing activities" to "net cash used in
operating activities". The restatement does not affect the total net change in
cash and cash equivalents for the quarterly period ended December 26, 2004 and
has no impact on the Company's statement of consolidated operations,
consolidated balance sheet or earnings per share amounts for any period. The
restatement was the result of a material weakness in the internal control
12
over financial reporting as the control over the proper classification of cash
paid upon the extinguishment of debt did not operate effectively with respect to
these specific transactions. In connection with the preparation of this Form
10-Q/A-1 and subsequent filings, we have involved additional personnel in the
preparation and review of the statement of consolidated cash flows and believe,
as of the date hereof, we have remediated this weakness.
There have been no changes in the Company's internal control over financial
reporting (as defined in Rule 13a-15f under the Securities Exchange Act of 1934,
as amended) during the third quarter of the fiscal year to which this report
relates that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting, other than the
remedial actions described above.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
(a) Exhibits
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 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
13
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: August 12, 2005 By: /s/ Joseph F. Spanier
---------------------------------------
Joseph F. Spanier, Vice President,
Chief Financial Officer and Treasurer*
*On behalf of the Registrant and as Principal Financial and Accounting
Officer.
14