FORM 10-Q

-----------------------------------------------------

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 25, 1994

/ / 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) 964-5666

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
----- -----

As of January 30, 1995, the total number of outstanding shares
of registrant's one class of common stock was 5,235,821
2
TRANSTECHNOLOGY CORPORATION

INDEX

Page No.
--------

PART I. Financial Information

Item 1. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 2

Statements of Consolidated Operations--
Three and Nine Month Periods Ended December 25, 1994
and December 26, 1993 . . . . . . . . . . . . . . . . . . . . . . . 3

Consolidated Balance Sheets--
December 25, 1994 and March 31, 1994 . . . . . . . . . . . . . . . . 4

Statements of Consolidated Cash Flow--
Nine Months Ended December 25, 1994 and
December 26, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . 5

Statements of Consolidated Stockholders' Equity--
Nine Months Ended December 25, 1994 . . . . . . . . . . . . . . . . 6

Notes to Consolidated Financial Statements . . . . . . . . . . . . . 7-9

Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition . . . . . . . . . . . . . . 10-16

PART II. Other Information

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . 17

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

EXHIBIT 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19-35

EXHIBIT 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

EXHIBIT 27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The following unaudited Statements of Consolidated Operations, Consolidated
Balance Sheets, Statements of Consolidated Cash Flow and Statements of
Consolidated Stockholders' Equity are of TransTechnology Corporation and its
consolidated subsidiaries. These reports reflect all adjustments of a normal
recurring nature, which are, in the opinion of management, necessary to a fair
presentation of the results of operations for the interim periods reflected
therein. The results reflected in the unaudited Statements of Consolidated
Operations for the period ended December 25, 1994 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 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 Form 10-K filed for the fiscal year
ended March 31, 1994.

[THIS SPACE INTENTIONALLY LEFT BLANK]

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4
STATEMENTS OF CONSOLIDATED OPERATIONS
UNAUDITED

(In Thousands of Dollars Except Share Data)

THREE MONTHS ENDED NINE MONTHS ENDED
------------------------- ------------------------
12/25/94 12/26/93 12/25/94 12/26/93
-------- -------- -------- --------

Total Revenue $33,683 $31,096 $89,649 $79,713
Cost of Sales 24,115 22,093 64,795 56,363
------- ------- ------- -------
Gross Profit 9,568 9,003 24,854 23,350
------- ------- ------- -------
General, Administrative
and Selling Expenses 5,556 5,674 16,220 14,664
Interest Expense 959 457 2,155 922
------- ------- ------- -------
Total General, Administrative,
Selling and Interest Expenses 6,515 6,131 18,375 15,586
------- ------- ------- -------

Income from Continuing Operations
before Income Taxes 3,053 2,872 6,479 7,764
Income Taxes 978 1,086 2,175 2,980
------- ------- ------- -------

Income from Continuing Operations 2,075 1,786 4,304 4,784

Discontinued Operations:

Loss from Operations (net of applicable
tax benefits of $261,000 and $784,000 for
the three and nine months ended 12/25/94,
respectively, and $103,000 and $271,000
for the three and nine months ended
12/26/93, respectively) (426) (181) (1,278) (434)

Loss from Disposal (net of applicable tax
benefits of $181,000 and $247,000 for
the three and nine months ended
12/25/94, respectively) (295) - (403) -
------- ------- ------- -------

Net Income $ 1,354 $ 1,605 $ 2,623 $ 4,350
======= ======= ======= =======
Earnings (Loss) per Share: (Note 1)
Income from Continuing Operations $ 0.41 $ 0.35 $ 0.84 $ 0.93
Loss from Discontinued Operations (0.14) (0.04) (0.33) (0.08)
------- ------- ------- -------
Net Income $ 0.27 $ 0.31 $ 0.51 $ 0.85
======= ======= ======= =======

Number of Shares Used in Computation
of Per Share Information 5,082,000 5,147,000 5,124,000 5,135,000

See accompanying notes to unaudited consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS

(In Thousands of Dollars Except Share Data)

UNAUDITED
12/25/94 3/31/94
--------- --------

ASSETS
Current assets:
Cash and cash equivalents $ 179 $ 3,027
Accounts receivable:
United States Government 2,972 2,815
Commercial (net of allowance for doubtful accounts of $354 at 12/25/94
and $271 at 3/31/94) 16,575 19,500
Income tax receivable 872 --
Notes receivable 2,780 2,814
Inventories 38,302 35,786
Prepaid expenses and other current assets 2,957 2,932
Deferred income taxes 4,287 4,253
Net assets of discontinued businesses 14,249 4,309
-------- -------
Total current assets 83,173 75,436
Property:
Land 4,517 5,223
Buildings 13,249 15,657
Machinery and equipment 29,069 32,611
Furniture and fixtures 3,985 4,050
Leasehold improvements 671 671
-------- -------
Total 51,491 58,212
Less accumulated depreciation and amortization 19,515 22,204
-------- -------
Property-net 31,976 36,008
Other assets:
Notes receivable 3,457 4,061
Costs in excess of net assets of acquired businesses (net of accumulated amortization:
December 25, 1994, $2,657; March 31, 1994, $2,423) 12,278 3,117

Other 7,430 7,235
-------- --------
Total other assets 23,165 14,413
-------- --------
Total $138,314 $125,857
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,480 $ 1,479
Accounts payable-trade 7,169 7,489
Accrued compensation 2,957 4,570
Accrued income taxes 394 943
Other current liabilities 5,781 7,109
-------- -------
Total current liabilities 17,781 21,590
-------- -------
Long-term debt payable to banks and others 47,966 33,168
-------- -------
Other long-term liabilities 7,554 5,146
-------- -------
Stockholders' equity:
Preferred stock-authorized, 300,000 shares; none issued -- --
Common stock-authorized, 14,700,000 shares of $.01 par value; issued 5,235,821
at December 25, 1994, and 5,189,104 at March 31, 1994 52 52
Additional paid-in capital 45,756 45,283
Retained earnings 23,833 22,186
Other stockholders' equity (2,592) (1,568)
-------- -------
67,049 65,953
Less treasury stock, at cost (157,000 shares at 12/25/94) (2,036) --
-------- -------
Total stockholders' equity 65,013 65,953
-------- -------
Total $138,314 $125,857
======== ========

See accompanying notes to unaudited consolidated financial statements.

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6
STATEMENTS OF CONSOLIDATED CASH FLOW
UNAUDITED

(In Thousands of Dollars)

NINE MONTHS ENDED
-------------------------
12/25/94 12/26/93
-------- --------

Cash Flows From Operating Activities:

Net income $ 2,623 $ 4,350

Adjustments to reconcile net income to net cash provided by
operating activities:

Depreciation and amortization 3,429 3,306
Provision for losses on accounts receivable 121 26
Gain on sale or disposal of fixed assets - (2)
Change in assets and liabilities (net of the effect of purchases of
businesses) :
Decrease in accounts receivable 1,969 1,554
(Increase) decrease in income tax receivable (872) 35
(Increase) decrease in inventories (221) 2,888
Increase in net assets of discontinued operations (961) (4,348)
Decrease (increase) in prepaid and other assets (929) (1,447)
Decrease in accounts payable (78) (1,188)
Decrease in accrued compensation (1,249) (665)
Decrease in accrued income taxes (494) (347)
Decrease in other liabilities (636) (1,841)
-------- --------
Net cash provided by operations 2,702 2,321
-------- --------

Cash Flow from Investing Activities:
Purchase of businesses (15,320) (22,284)
Capital expenditures (2,990) (2,863)
Proceeds from the sale of fixed assets 44 2
Decrease (increase) in notes receivables 604 (268)
-------- --------
Net cash used in investing activities (17,662) (25,413)
-------- --------
Cash Flow from Financing Activities:
Payments to acquire treasury stock (2,036) -
Payments on long-term debt (15,272) (11,676)
Proceeds from long-term debt 30,069 34,628
Proceeds from issuance of stock under stock option plan 327 274
Dividends paid (976) (924)
-------- --------
Net cash provided by financing activities 12,112 22,302
-------- --------

Net Decrease in Cash and Cash Equivalents (2,848) (790)
Cash and Cash Equivalents at Beginning of Year 3,027 1,505
-------- --------
Cash and Cash Equivalents at End of Period $ 179 $ 715
======== ========
Supplemental Information:
Interest payments $ 2,281 $ 1,080
Income tax payments $ 1,246 $ 3,519

See accompanying notes to consolidated financial statements.

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STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY

(In Thousands of Dollars Except Share Data)

COMMON STOCK TREASURY STOCK ADDITIONAL OTHER
FOR THE NINE MONTHS ----------------- ------------------- PAID-IN RETAINED STOCKHOLDERS'
ENDED DECEMBER 25, 1994 SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS EQUITY TOTAL
- - ----------------------- --------- ------ -------- -------- ---------- -------- ------------- -------

Balance, March 31, 1994 5,189,104 $52 -- $ -- $45,283 $22,186 $(1,568) $65,953

Net Income -- -- -- -- -- 2,623 -- 2,623

Cash dividends
($.19 per share) -- -- -- -- -- (976) -- (976)

Unrealized investment
holding losses -- -- -- -- -- -- (872) (872)

Purchase of treasury stock -- -- (157,500) (2,036) -- -- -- (2,036)

Issuance of stock under
stock option plan 18,294 -- -- -- 210 -- -- 210

Issuance of stock under
incentive bonus plan 28,423 -- -- -- 263 -- (146) 117

Foreign translation
adjustments -- -- -- -- -- -- (6) (6)
--------- --- --------- ------- ------- ------- -------- -------
Balance, December 25, 1994 5,235,821 $52 (157,500) $(2,036) $45,756 $23,833 $(2,592) $ 65,013
========= === ========= ======= ======= ======= ======= ========

See accompanying notes to consolidated financial statements.

6
8

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands of Dollars)

NOTE 1. Earnings Per Share:

Earnings per share are based on the weighted average number of common
shares and common stock equivalents (stock options) outstanding during
each period. In computing earnings per share, common stock
equivalents were either anti-dilutive because of the market value of
the stock or not material, and, therefore, have been excluded from the
calculation.

NOTE 2. Inventories:

Inventories are summarized as follows:

12/25/94 3/31/94
-------- -------

Finished goods $ 7,222 $ 5,057

Work-in-process 4,227 7,589

Raw materials, purchased and
manufactured parts 26,853 23,140
------- -------

Total inventories $38,302 $35,786
======= =======

NOTE 3. Long-term Debt Payable to Banks and Others

In connection with the Industrial Retaining Ring Company acquisition,
on September 9, 1994, the Company obtained a $15 million term loan
with the same lender as the revolving credit line and secured by the
same collateral. This term loan is due and payable in equal quarterly
installments of $937,500 commencing on December 31, 1995. Interest
accrues at the lending bank's prime rate and is payable monthly.

NOTE 4. Discontinued Operations:

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9
to other previously discontinued businesses. The gain and losses
consisted primarily of disposal costs different from previous
estimates associated primarily with legal and related matters. The
three and nine month periods ended December 26, 1993 have been
restated to reflect Federal Laboratories as a discontinued operation.

In September 1994, the Company discontinued its chaff and related
products division. At December 25, 1994, this division was classified
for financial reporting purposes as a discontinued operation.
Accordingly, the results of consolidated operations at December 26,
1993, have been restated. The loss from disposal for the nine and
three months ended December 25, 1994 includes an after-tax charge of
$0.2 and $0.1 million, respectively, for estimated legal and selling
costs related to disposal of the chaff product operation.

Operating results of the discontinued business were as follows:

Three Months Ended Nine Months Ended
---------------------- ------------------------
12/25/94 12/26/93 12/25/94 12/26/93
-------- -------- -------- --------

Total Revenues $2,379 $4,362 $ 5,494 $11,365

Loss before income
taxes $ (687) $ (284) $(2,062) $ (705)

Income tax benefit (261) (103) (784) (271)
------ ------ ------- -------

Loss from operations $ (426) $ (181) $(1,278) $ (434)
====== ====== ======= =======

The loss from operations includes interest expense of $49 thousand and $69
thousand for the three months ended 12/25/94 and 12/26/93, respectively, and
$138 thousand and $215 thousand for the nine months ended 12/25/94 and
12/26/93, respectively.

8
10
Net assets of the discontinued businesses at December 25, 1994 and March 31,
1994 were as follows:

12/25/94 3/31/94
-------- -------

Accounts Receivable $ 1,734 $ 25

Inventory 1,996 186

Property 9,653 3,203

Other Assets 2,162 1,198

Liabilities (1,296) (303)
------- ------

Net Assets of
Discontinued Businesses $14,249 $4,309
======= ======

NOTE 5. Acquisitions

Effective August 31, 1994, the Company acquired Industrial Retaining
Ring Company and its affiliated companies for a total purchase price
of $15.3 million in cash and the assumption of $219 thousand of
liabilities. Industrial Retaining Ring Company manufactures retaining
rings used in heavy equipment and industrial machinery.

The following summarizes TransTechnology Corporation's combined
Proforma Revenue, Net Income and Earnings per Share information as if
the acquisition of Industrial Retaining Ring Company and its
affiliated companies had occurred at the beginning of the period
presented.

Nine Months Ended
-----------------------------------
12/25/94 12/26/93
---------- ----------

Revenue $ 93,541 $ 85,913
======== ========

Net Income $ 3,625 $ 5,667
======== ========

Earnings per share $0.71 $1.10
===== =====

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

All references to three month and nine month periods in this Management's
Discussion refer to the three and nine month periods ended December 25, 1994
for fiscal year 1995 and the three and nine month periods ended December 26,
1993 for fiscal year 1994. Also when referred to herein, operating profit
means net sales less operating expenses, without deduction for general
corporate expenses, interest and income taxes. The Consolidated Statement of
Operations has been restated with respect to discontinued operations to provide
a consistent basis for comparing the performance of the Company's continuing
operations for the periods presented.

Revenue from continuing operations for the nine month period in 1995 was $89.6
million, an increase of $9.9 million or 12% from the comparable period in 1994.
For the three month period in 1995 total revenue was $33.7 million, an increase
of $2.6 million or 8% from the comparable period of 1994. The increases
occurred primarily in the Industrial Products segment for both periods.

Gross profit for the nine month period in 1995 increased $1.5 million or 6%
from the comparable period in 1994. For the three month period in 1995, gross
profit increased $0.6 million or 7% from the comparable period of 1994.
Operating profit from continuing operations for the nine month period in 1995
was $10.6 million, a decrease of $1.2 million or 10% from the comparable period
in 1994. For the three month period in 1995 operating profit from continuing
operations was $4.9 million, an increase of $0.3 million or 7% from the
comparable period in 1994. Changes in sales, operating profit and new orders
from continuing operations are discussed below by segment.

Net income, including discontinued operations, for the nine month period in
1995 was $2.6 million or $.51 per share, compared to $4.4 million or $.85 per
share, for the comparable period in 1994. The three month period in 1995
experienced net income of $1.4 million or $.27 per share compared to $1.6
million or $.31 per share for the year earlier period. Discontinued
operations, which are discussed in more detail below, accounted for losses of
$1.7 million and $0.7 million in the 1995 nine month and three month periods,
respectively, and $0.4 million and 0.2 million for the comparable nine month
and three month periods in 1994.

Interest expense increased $1.2 million for the nine month period in 1995, and
$0.5 million for the three month period, primarily as a result of increased
bank borrowings used for the acquisition of the Palnut fastener business and
the Electrical Specialties wiring harness business in the second quarter of the
1994 fiscal year, and the Industrial Retaining Ring business in the second
quarter of the 1995 fiscal year.

New orders received during the nine month period in 1995 totaled $91.5 million,
an increase of $6.1 million or 7% from 1994's comparable period. For the three
month period, new orders

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totaled $36 million, an increase of $4.1 million or 13% from last year's
comparable period. At December 25, 1994, total backlog of unfilled
orders was $46.7 million, compared to $45 million at December 26, 1993.

DISCONTINUED OPERATIONS

In March 1994, the Company completed the sale of its Federal Laboratories
division. Pursuant to such sale, the Company recorded an after-tax disposal
gain of $0.1 million for the nine month period ended December 25, 1994. This
gain was offset by $0.3 million of after-tax disposal costs, recorded for the
nine months ended December 25, 1994, related to other previously discontinued
businesses. For the three month period ended December 25, 1994, the Company
recorded $0.2 million of after-tax disposal costs related to other previously
discontinued businesses. The gain and losses consisted primarily of disposal
costs different from previous estimates associated primarily with legal and
related matters. The three and nine month periods ended December 26, 1993 have
been restated to reflect Federal Laboratories as a discontinued operation.

In September 1994, the Company discontinued its chaff and related products
division. At December 25, 1994, this division was classified for financial
reporting purposes as a discontinued operation. Accordingly, the results of
consolidated operations at December 26, 1993, have been restated. The loss
from disposal for the nine and three months ended December 25, 1994 include an
after-tax charge of $0.2 and $0.1 million, respectively, for estimated legal
and selling costs related to disposal of the chaff product operation.

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FINANCIAL SUMMARY BY PRODUCT SEGMENT

(In Thousands of Dollars)

NINE MONTHS ENDED NET CHANGE
--------------------------- ---------------------
12/25/94 12/26/93 $ %
-------- -------- ------- ------

Operating Revenue:

Industrial Products $60,248 $45,175 $15,073 33.4
Aerospace Products 27,956 33,831 (5,875) (17.4)
------- ------- -------

Total $88,204 $79,006 $ 9,198 11.6
======= ======= =======

Operating Profit:

Industrial Products $ 8,882 $ 7,141 $ 1,741 24.4
Aerospace Products 1,759 4,666 (2,907) (62.3)
------- ------- -------

Total $10,641 $11,807 $(1,166) (9.9)

Corporate Expense (2,007)(a)(b) (3,121)(b) 1,114 35.7

Interest Expense (2,155)(c) (922)(c) (1,233) (133.7)
------- ------- -------

Income from Continuing
Operations before
Income Taxes $ 6,479 $ 7,764 $(1,285) (16.6)
======= ======= =======

a) The corporate expense for the nine months ended December 25, 1994
has been reduced by $740 thousand from a favorable insurance
settlement.

b) The corporate expense for the nine months ended December 25, 1994
and the nine months ended December 26, 1993 has been reduced by
$464 thousand and $656 thousand, respectively, to reflect an
allocation made to discontinued operations.

c) Interest expense for the nine months ended December 25, 1994 and
the nine months ended December 26, 1993 has been reduced by $138
thousand and $215 thousand, respectively, to reflect an allocation
made to discontinued operations.

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FINANCIAL SUMMARY BY PRODUCT SEGMENT

(In Thousands of Dollars)

THREE MONTHS ENDED NET CHANGE
--------------------------- ---------------------
12/25/94 12/26/93 $ %
-------- -------- -------- ------

Operating Revenue:

Industrial Products $23,187 $19,581 $ 3,606 18.4
Aerospace Products 10,278 11,293 (1,015) (9.0)
------- ------- -------

Total $33,465 $30,874 $ 2,591 8.4
======= ======= =======

Operating Profit:

Industrial Products $ 3,886 $ 2,950 $ 936 31.7
Aerospace Products 1,011 1,611 (600) (37.2)
------- ------- -------

Total $ 4,897 $ 4,561 $ 336 7.4

Corporate Expense (885)(a) (1,232)(a) 347 28.2

Interest Expense (959)(b) (457)(b) (502) (109.8)
------- ------- -------

Income from Continuing
Operations before
Income Taxes $ 3,053 $ 2,872 $ 181 6.3
======= ======= =======

a) The corporate expense for the three months ended December 25, 1994
and the three months ended December 26, 1993 has been reduced by
$155 thousand and $219 thousand, respectively, to reflect an
allocation made to discontinued operations.

b) The interest expense for the three months ended December 25, 1994
and the three months ended December 26, 1993 has been reduced by
$49 thousand and $69 thousand, respectively, to reflect an
allocation made to discontinued operations.

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INDUSTRIAL PRODUCTS SEGMENT

Sales for the industrial products segment were $60.2 million for the nine month
period in 1995, an increase of $15.1 million or 33% from the comparable period
in 1994. Sales for the three month period in 1995 were $23.2 million, up $3.6
million or 18% from the comparable period in 1994. The increase for the nine
month period was primarily due to the inclusion of nine months of operations of
the Palnut fastener business and Electrical Specialties Company industrial
wiring harness business in the 1995 period compared to only five months of
operations in the comparable 1994 period. Additionally, the nine month period
in 1995 included four months of Industrial Retaining Ring Company fastener
operations. In the nine and three month periods in 1995, specialty fastener
sales other than Palnut and Industrial Retaining Ring were up slightly over
the comparable nine month and three month periods in 1994. Offsetting these
increases, TransTechnology Systems & Services maintenance contract sales
decreased 22% and 12% in the nine and three month periods in 1995 over the
comparable periods in 1994. These decreases were largely due to reduced
domestic and foreign third party maintenance contract demand.

Operating profit for the segment was $8.9 million for the nine month period in
1995, an increase of $1.7 million or 24% from the comparable period in 1994.
The three month period showed an operating profit of $3.9 million, an increase
of $0.9 million or 32% from the comparable period in 1994. Primary factors
contributing to the segment's increased operating profit for the nine and three
month periods was the inclusion of nine months of Palnut fastener operations in
the 1995 nine month period versus five months of operations in the 1994 nine
month period, the inclusion of four months of operations of the Industrial
Retaining Ring Company and increased shipment volume and higher margin product
mix of other specialty fasteners. These increases were offset in the nine and
three month periods by losses incurred due to the start-up of the Electrical
Connector and Assemblies Company, low margin sales of electrical wiring harness
product and reduced third party maintenance contract sales.

New orders increased by 15% for the nine month period in 1995 over the prior
year period, primarily due to the acquisitions mentioned. New orders for the
three month period in 1995 were up 16% over the prior year period, primarily
due to the Industrial Retaining Ring Company acquisition mentioned above and
customer timing and placement of orders for other specialty fasteners.

Backlog of unfilled orders at December 25, 1994 was $18.4 million, while at
December 26, 1993 backlog was $14.8 million.

AEROSPACE PRODUCTS SEGMENT

Sales for the Aerospace Products segment were $28 million for the nine month
period in 1995, a decrease of $5.9 million or 17% from the comparable period in
1994. Sales for the three month period in 1995 were $10.3 million, down $1.0
million or 9% from the comparable period in 1994. All aerospace product line
sales were down in the nine month period in 1995 as compared to the 1994
period, with the exception of electrical connectors which were up slightly.
All aerospace product line sales were down in the three month period in 1995
with the exception of rescue hoist and winch products which were up slightly.
The primary reasons for the decreases, in both the

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nine and three month periods, were delays in the timing of customers placing
new orders in the current year periods and reduced demand for aerospace and
related products.

Operating profit for the segment was $1.8 million for the nine month period in
1995, a decrease of $2.9 million or 62% from the comparable period in 1994. The
three month period had an operating profit of $1.0 million, a decrease of $0.6
million or 37% over the comparable period in 1994. The primary factors
contributing to the segment's decrease in operating profit in the current year
periods were the lower overall aerospace sales as mentioned above and reduced
margins in the rescue hoist and winch products and cargo hook lines. The
reduced margins were due mainly to shipments of low margin contracts during the
current nine and three month periods.

New orders decreased 5% for the nine month period in 1995 over the prior year
period, and increased 7% for the three month period over the prior year period.
New orders in the nine month period for hoist and winch products decreased 7%,
new orders for cargo hooks decreased 6% and new orders for electrical cables
decreased 37%, primarily due to customer timing, reduction in new orders and
the general slowdown in the military and aerospace industries. New orders for
all other aerospace products lines increased in the nine month period. In the
three month period in 1995 new orders for hoist and winch products increased
71%, new orders for tie-downs increased 258% and new orders for electrical
connectors increased 34%, primarily due to customer timing and placement of new
orders. The remaining aerospace product lines experienced reduced new orders
in the 1995 three month period.

Backlog of unfilled orders at December 25, 1994 was $28.3 million, while at
December 26, 1993 backlog was $30.3 million.

Sales related to United States Government contracts, which consist primarily of
defense contracts and represented approximately 20% of the Company's total
sales in fiscal year 1994, have been declining in recent years. Management
remains concerned with the continued trend toward reductions in defense
spending by the United States government. However, many of the Company's
programs, as well as spare parts requirements for these programs, are expected
to continue for several years, and the Company continues to pursue and is
currently implementing its strategy of developing its non-defense businesses
through acquisitions and refocused foreign and commercial market attention.

LIQUIDITY AND CAPITAL RESOURCES

The Company's debt-to-capitalization ratio was 43% as of December 25, 1994,
compared to 34% as of March 31, 1994. The current ratio at December 25, 1994,
stood at 4.68 compared to 3.49 at March 31, 1994. Working Capital was $65.4
million at December 25, 1994, up $11.6 million from March 31, 1994.

At December 25, 1994, the Company's debt consisted of $25 million of borrowings
under a revolving bank credit line, an $8.4 million bank term loan, a new $15
million bank term loan, as discussed below, and $1.0 million of other
borrowings. In connection with the Industrial Retaining Ring Company
acquisition, in September 1994, the Company obtained a $15 million term loan
with the same lender as the revolving credit line and secured by the same
collateral.

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This term loan is due and payable in equal quarterly installments of $938
thousand commencing on December 31, 1995. Interest accrues at the lending
bank's prime rate and is payable monthly. The revolving bank credit line
commitment is $35 million. This commitment will be available to the Company
through September 30, 1995 and is subject to a borrowing base formula. The
agreement provides for borrowings and letters of credit based on collateralized
accounts receivable and inventory. All fixed assets other than real property
with the exception of certain real property located in Mountainside, New
Jersey, are also included as collateral. Letters of credit, which are included
in the borrowing base formula, are limited to $5 million. Letters of credit
under the line at December 25, 1994 were $2.1 million. Interest is accrued at
the lending bank's prime rate or, at the Company's option, the London Interbank
Offered Rate (LIBOR) plus two percentage points, which the Company utilized for
$25 million of its outstanding debt at December 25, 1994. The agreement
contains customary operating and financial covenants typical to this form of
financing and further provides that quarterly dividend payments cannot exceed
25% of the Company's cumulative net income in each year. The $8.4 million term
loan is with the same lenders as the revolving credit line and is secured by
the same collateral. Principal payments of $360 thousand are due and payable
on the last day of each quarter through June 30, 1998, with a final balloon
payment of $3 million due and payable on August 31, 1998. Interest accrues at
the lending bank's prime rate and is payable monthly.

Capital expenditures in the nine month period in 1995 were $3.0 million as
compared with $2.9 million in the comparable period in 1994.

Management believes that the Company's anticipated cash flow from operations,
combined with the bank credit described above, will be sufficient to support
current and forecasted working capital requirements and dividend payments.

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PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

10 Fifth Amendment to the Revolving Loan and Security Agreement
dated as of September 9, 1994 among the Company, National
Canada Finance Corporation and National Bank of Canada

11 Statement of Computation of Per Share Earnings

27 Financial Data Schedule

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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: February 7, 1995 By: /s/ Chandler J. Moisen
-----------------------------------------
CHANDLER J. MOISEN, Senior Vice President
and Chief Financial Officer*

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

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EXHIBIT INDEX

10 Fifth Amendment to the Revolving Loan and Security Agreement
dated as of September 9, 1994 among the Company, National
Canada Finance Corporation and National Bank of Canada

11 Statement of Computation of Per Share Earnings

27 Financial Data Schedule