1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended December 30, 2000.
[ ] 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 333-71397
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TransDigm Inc., TransDigm Holding Company, Marathon Power Technologies Company,
- --------------------------------------------------------------------------------
ZMP, Inc. and Adams Rite Aerospace, Inc.
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(Exact name of co-registrants as specified in their respective charters)
Delaware 13-3733378
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(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
26380 Curtiss Wright Parkway, Richmond Heights, Ohio 44143
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(Address of principal executive offices) (Zip Code)
(216) 289-4939
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report.)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock (Voting) of TransDigm Holding Company,
$0.01 Par Value 119,824
- --------------------------------------------------- ----------------------------------
(Class) (Outstanding at December 30, 2000)
Class A Common Stock (Non-Voting) of
TransDigm Holding Company, $0.01 Par Value -0-
- --------------------------------------------------- ----------------------------------
(Class) (Outstanding at December 30, 2000)
All of the outstanding capital stock of TransDigm Inc. is held by TransDigm
Holding Company.
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INDEX
Page
Part I Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets - December 30, 2000 and
September 30, 2000 1
Consolidated Statements of Income - Thirteen Weeks
Ended December 30, 2000 and December 31, 1999 2
Consolidated Statement of Changes in Stockholders' Deficiency -
Thirteen Weeks Ended December 30, 2000 3
Consolidated Statements of Cash Flows -
Thirteen Weeks Ended December 30, 2000 and December 31, 1999 4
Notes to Consolidated Financial Statements 5
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3 Quantitative and Qualitative Disclosure About Market Risk 10
Part II: Other Information
Item 6 Exhibits and Reports on Form 8-K 11
Signatures 12
3
PART I: FINANCIAL INFORMATION
ITEM 1
TRANSDIGM HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
- ------------------------------------------------------------------------------------
DECEMBER 30, SEPTEMBER 30,
2000 2000
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,739 $ 4,309
Accounts receivable, net 22,601 26,796
Inventories 39,220 32,889
Income taxes refundable 389 1,796
Deferred income taxes 5,657 5,657
Prepaid expenses and other 475 535
-------- --------
Total current assets 73,081 71,982
PROPERTY, PLANT AND EQUIPMENT - Net 24,574 25,029
INTANGIBLE ASSETS - Net 56,498 56,957
DEBT ISSUE COSTS - Net 8,998 9,400
DEFERRED INCOME TAXES AND OTHER 5,342 5,465
-------- --------
TOTAL $ 168,493 $ 168,833
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Current portion of long-term debt $ 10,953 $ 10,953
Accounts payable 10,125 5,672
Accrued liabilities 10,947 15,460
-------- --------
Total current liabilities 32,025 32,085
LONG-TERM DEBT - Less current portion 248,604 250,648
NON-CURRENT PORTION OF ACCRUED PENSION
COSTS AND OTHER 2,898 3,138
-------- --------
Total liabilities 283,527 285,871
REDEEMABLE COMMON STOCK 1,627 1,371
-------- --------
STOCKHOLDERS' DEFICIENCY:
Common stock 102,156 102,156
Retained deficit (218,385) (220,115)
Accumulated other comprehensive loss (432) (450)
-------- --------
Total stockholders' deficiency (116,661) (118,409)
-------- --------
TOTAL $ 168,493 $ 168,833
======== ========
See notes to consolidated financial statements.
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TRANSDIGM HOLDING COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
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THIRTEEN WEEKS ENDED
----------------------------
DECEMBER 30, DECEMBER 31,
2000 1999
NET SALES $35,780 $33,734
COST OF SALES 19,993 18,135
------- -------
GROSS PROFIT 15,787 15,599
------- -------
OPERATING EXPENSES:
Selling and administrative 4,256 4,132
Amortization of intangibles 419 512
Research and development 513 385
------- -------
Total operating expenses 5,188 5,029
------- -------
INCOME FROM OPERATIONS 10,599 10,570
INTEREST EXPENSE - Net 7,031 7,095
------- -------
INCOME BEFORE INCOME TAXES 3,568 3,475
INCOME TAX PROVISON 1,582 1,375
------- -------
NET INCOME $ 1,986 $ 2,100
======= =======
See notes to consolidated financial statements.
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TRANSDIGM HOLDING COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' DEFICIENCY
FOR THE THIRTEEN WEEKS ENDED DECEMBER 30, 2000
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------------------
COMMON ACCUMULATED
STOCK OTHER
(VOTING AND RETAINED COMPREHENSIVE
CLASS A SHARES) DEFICIT INCOME (LOSS) TOTAL
BALANCE, OCTOBER 1, 2000 $ 102,156 $(220,115) $ (450) $(118,409)
NET INCOME 1,986 1,986
COMPREHENSIVE INCOME 18 18
ACCRETION OF REDEEMABLE
COMMON STOCK (256) (256)
--------- --------- ------ ---------
BALANCE, DECEMBER 30, 2000 $ 102,156 $(218,385) $ (432) $(116,661)
========= ========= ====== =========
See notes to consolidated financial statements.
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TRANSDIGM HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------------
THIRTEEN WEEKS ENDED
----------------------------------------
DECEMBER 30, DECEMBER 31,
2000 1999
OPERATING ACTIVITIES:
Net income $ 1,986 $ 2,100
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 1,245 954
Amortization of intangibles 419 512
Amortization of debt issue costs 402 384
Interest deferral on Holdings PIK Notes 694 600
Changes in assets and liabilities,
excluding effect of acquisition of business (Note 5):
Accounts receivable 4,195 1,092
Inventories (1,873) (2,110)
Refundable income taxes 1,407 1,248
Prepaid expenses and other assets 183 (83)
Accounts payable (5) (311)
Accrued and other liabilities (4,695) (4,790)
------- -------
Net cash provided by (used in) operating activities 3,958 (404)
------- -------
INVESTING ACTIVITIES - Capital expenditures (790) (602)
------- -------
FINANCING ACTIVITIES:
Net borrowings under revolving credit loans 500
Repayment of term loans (2,738) (2,015)
------- -------
Net cash used in financing activities (2,738) (1,515)
------- -------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 430 (2,521)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 4,309 2,729
------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,739 $ 208
======= =======
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the period for interest $ 9,384 $ 9,250
======= =======
Cash paid during the period for income taxes $ 175 $ 127
======= =======
See notes to consolidated financial statements.
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TRANSDIGM HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN WEEKS ENDED DECEMBER 30, 2000 AND DECEMBER 31, 1999 (UNAUDITED)
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1. DESCRIPTION OF THE BUSINESS
TransDigm Holding Company ("Holdings"), through its wholly-owned
operating subsidiary, TransDigm Inc. ("TransDigm"), is a premier supplier
of proprietary mechanical components servicing predominantly the aircraft
industry. TransDigm, along with its wholly-owned subsidiaries, Marathon
Power Technologies Company ("Marathon"), ZMP, Inc. ("ZMP") and Adams Rite
Aerospace, Inc., ("Adams Rite") (collectively, the "Company") offers a
broad line of component products including tube connectors, valves,
batteries, static inverters, pumps, quick disconnects, clamps, ball
bearing and sliding controls, mechanical hardware, fluid controls,
lavatory hardware, electromechanical controls, and oxygen systems related
products.
2. UNAUDITED FINANCIAL INFORMATION
Except for the September 30, 2000 consolidated balance sheet, which was
derived from the Company's audited financial statements, the financial
information included herein is unaudited; however, the information
reflects all adjustments (consisting solely of normal recurring
adjustments) that are, in the opinion of management, necessary for a fair
presentation of the Company's financial position and results of
operations and cash flows for the interim periods presented. The results
of operations for the thirteen weeks ended December 30, 2000 are not
necessarily indicative of the results to be expected for the full year.
3. INVENTORIES
Inventories are stated at the lower of cost or market. Cost of
inventories is determined by the average cost and the first-in, first-out
(FIFO) methods. Inventories consist of the following (in thousands):
DECEMBER 30, SEPTEMBER 30,
2000 2000
Work-in-progress and finished goods $ 26,889 $ 20,995
Raw materials and purchased component parts 18,592 18,325
-------- --------
Total 45,481 39,320
Reserve for excess and obsolete inventory (6,261) (6,431)
-------- --------
Inventories - net $ 39,220 $ 32,889
======== ========
4. CONTINGENCIES
ENVIRONMENTAL - The soil and groundwater beneath the Company's facility
in Waco, Texas have been impacted by releases of hazardous materials. The
resulting contaminants of concern have been delineated and characterized.
The majority of these contaminants are presently below action levels
prescribed by the Texas Natural Resources Conservation Commission
("TNRCC"). In connection with the Company's acquisition of Marathon, a $2
million escrow was previously funded to cover the cost of remediation
that TNRCC might require for those contaminants currently in excess of
action limits. As a result, the Company believes the condition of the
soil and groundwater at the Waco facility will not require the incurrence
of material expenditures. However, there can be no assurance that
additional contamination will not be discovered or that the remediation
required by the TNRCC will not be material to the financial condition,
results of operations, or cash flows of the Company.
-5-
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OTHER - While the Company is currently involved in certain legal
proceedings, management believes the results of these proceedings will
not have a material effect on the financial condition, results of
operations or cash flows of the Company. During the ordinary course of
business, the Company is from time to time threatened with, or may become
a party to, legal actions and other proceedings. The Company believes
that its potential exposure to such legal actions is adequately covered
by its aviation product and general liability insurance.
5. ACQUISITION
During December 2000, the Company entered into agreements with Honeywell
International, Inc. ("Honeywell") to purchase certain inventory of
Honeywell's lubrication and scavenge pump product line for $4.5 million,
along with an option to enter into an exclusive, worldwide license
agreement to produce and sell such products for at least forty years and
to buy certain related assets. The Company expects that it will pay for
the inventory by the end of the Company's third quarter and is included
in accounts payable at December 30, 2000. The cost of the option was not
significant.
During January 2001, the Company exercised the option. The execution of
the license agreement and the purchase of the related assets is subject
to certain closing conditions.
6. NEW ACCOUNTING STANDARD
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities.
This statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded
in other contracts (collectively referred to as derivatives), and for
hedging activities. It requires that an entity recognize all derivatives
as either assets or liabilities in the statement of financial position
and measure those instruments at fair value. If certain conditions are
met, a derivative may be specifically designated as (a) a hedge of the
exposure to changes in the fair value of a recognized asset or liability
or an unrecognized firm commitment, (b) a hedge of the exposure to
variable cash flows of a forecasted transaction, or (c) a hedge of the
foreign currency exposure of a net investment in a foreign operation, an
unrecognized firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction. The Company adopted
this standard during the quarter ended December 30, 2000. The
implementation of this standard did not have an impact on the Company's
reported financial condition or results of operations.
* * * * *
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PART I: FINANCIAL INFORMATION
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This Quarterly Statement includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended, including, in particular, the statements about
our plans, strategies and prospects under this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section. Although the
Company believes that its plans, intentions and expectations reflected in or
suggested by such forward-looking statements are reasonable, the Company can
give no assurance that such plans, intentions or expectations will be achieved.
Important factors that could cause actual results to differ materially from the
forward-looking statements made in this Quarterly Statement are set forth herein
as well as under the caption "Risk Factors" in the Registration Statement filed
by the Company on Form S-4 on January 29, 1999, as amended through April 23,
1999. All forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by those
cautionary statements.
OVERVIEW
The Company is a leading supplier of highly engineered aircraft components for
use on nearly all commercial and military aircraft. The Company sells its
products to commercial airlines and aircraft maintenance facilities in the
aftermarket, to most original equipment manufacturers ("OEMs") of aircraft and
to various agencies of the United States government. Sales of the Company's
products are made directly to these organizations as well as through U.S. and
international distributors who maintain inventories throughout the world of
products purchased from the Company and others.
During December 2000, the Company entered into agreements with Honeywell
International, Inc. ("Honeywell") to purchase certain inventory of Honeywell's
lubrication and scavenge pump product line for $4.5 million, along with an
option to enter into an exclusive, worldwide license agreement to produce and
sell such products for at least forty years and to buy certain related assets.
The Company expects that it will pay for the inventory by the end of the
Company's third quarter. The cost of the option was not significant.
During January 2001, the Company exercised the option. The execution of the
license agreement and the purchase of the related assets is subject to certain
closing conditions.
The following is management's discussion and analysis of certain significant
factors that have affected the Company's financial position and operating
results during the periods included in the accompanying consolidated financial
statements. The Company's fiscal year ends on September 30.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain operating
data of the Company as a percentage of net sales.
THIRTEEN WEEKS ENDED
-------------------------------
DECEMBER 30, DECEMBER 31,
2000 1999
Net sales 100 % 100 %
--- ---
Gross profit 44 46
Selling and administrative 12 12
Amortization of intangibles 1 2
Research and development 1 1
--- ---
Income from operations 30 31
Interest expense - net 20 21
Provision for income taxes 4 4
--- ---
Net income 6 % 6 %
=== ===
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CHANGES IN RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED DECEMBER 30, 2000 COMPARED WITH THIRTEEN WEEKS ENDED
DECEMBER 31, 1999.
- - NET SALES. Net sales increased by $2.1 million, or 6.1%, to $35.8 million
for the quarter ended December 30, 2000 from $33.7 million for the
comparable quarter last year, primarily due to increased unit volume on
existing products and new business opportunities.
- - GROSS PROFIT. Gross profit (net sales less cost of sales) increased by
$.2 million, or 1.2%, to $15.8 million for the quarter ended December 30,
2000 from $15.6 million from the comparable quarter last year. Gross
profit as a percentage of net sales was 44.1% during the first quarter of
fiscal 2001 and 46.2% during the first quarter of fiscal 2000, primarily
due to changes in customer and product mix.
- - SELLING AND ADMINISTRATIVE. Selling and administrative expenses increased
by $.2 million, or 3.0%, to $4.3 million for the quarter ended December
30, 2000 from $4.1 million for the quarter ended December 31, 1999.
Selling and administrative expenses as a percentage of net sales was
approximately 12% for both quarters.
- - AMORTIZATION OF INTANGIBLES. Amortization of intangibles decreased by $.1
million, or 18.2%, to $.4 million for the quarter ended December 30, 2000
from $.5 million for the quarter ended December 31, 1999 as a result of
certain intangible assets becoming fully amortized.
- - RESEARCH AND DEVELOPMENT. Research and development expense increased by
$.1 million, or 33.2%, to $.5 million for the quarter ended December 30,
2000 from $.4 million for the quarter ended December 31 1999. Research
and development expense, as a percentage of net sales, was 1% for both
quarters.
- - INCOME FROM OPERATIONS. Operating income approximated $10.6 million for
the quarter ended December 30, 2000 and the comparable quarter last year.
- - INTEREST EXPENSE. Interest expense approximated $7.0 million for the
first quarter of fiscal 2001 and the comparable quarter last year.
- - INCOME TAXES. Income tax expense as a percentage of income before income
taxes was 44% for the thirteen weeks ended December 30, 2000 compared to
40% for the thirteen weeks ended December 31, 1999, primarily due to
increased earnings subject to tax.
- - NET INCOME. The Company earned $2.0 million for the first quarter of
fiscal 2001 compared to $2.1 million for the first quarter of fiscal
2000, primarily as a result of the factors referred to above.
-8-
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BACKLOG
Management believes that sales order backlog (i.e., orders for products that
have not yet been shipped) is a useful indicator of sales to OEMs. As of
December 30, 2000, the Company estimated its sales order backlog at $79.1
million compared to an estimated $64.3 million as of December 31, 1999. The
majority of the purchase orders outstanding as of December 30, 2000 are
scheduled for delivery within the next twelve months. Purchase orders are
generally subject to cancellation by the customer prior to shipment. The level
of unfilled purchase orders at any given date during the year will be materially
affected by the timing of the Company's receipt of purchase orders and the speed
with which those orders are filled. Accordingly, the Company's backlog as of
December 30, 2000 may not necessarily represent the actual amount of shipments
or sales for any future period.
FOREIGN OPERATIONS
The Company manufactures all of its products in the United States. However, a
portion of the Company's sales is conducted abroad and a portion of raw
materials are purchased abroad. This activity is subject to numerous additional
risks, including the impact of foreign government regulations, currency
fluctuations, political uncertainties and differences in business practices.
There can be no assurance that foreign governments will not adopt regulations or
take other action that would have a direct or indirect adverse impact on the
business or market opportunities of the Company within such governments'
countries. Furthermore, there can be no assurance that the political, cultural
and economic climate outside the United States will be favorable to the
Company's operations and growth strategy.
INFLATION
Many of the Company's raw materials and operating expenses are sensitive to the
effects of inflation, which could result in changing operating costs. The
effects of inflation on the Company's businesses during the thirteen week
periods ended December 30, 2000 and December 31, 1999 were not significant.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated approximately $4.0 million of cash in operating activities
during the thirteen weeks ended December 30, 2000 compared to approximately $.4
million used during the thirteen weeks ended December 31, 1999, principally due
to increased collections of accounts receivable during the quarter ended
December 30, 2000.
Cash used in investing activities was approximately $0.8 million during the
thirteen weeks ended December 30, 2000 compared to approximately $0.6 million
used during the thirteen weeks ended December 31, 1999, primarily due to
increased capital expenditures.
Cash used in financing activities during the thirteen weeks ended December 30,
2000 was approximately $2.7 million compared to approximately $1.5 million
provided by financing activities during the thirteen weeks ended December 31,
1999, primarily due to increased repayment of debt obligations.
The Company's primary cash needs will consist of capital expenditures and debt
service, including the payments required under the Honeywell agreement (see
"Overview"). The Company incurs capital expenditures for the purpose of
maintaining and replacing existing equipment and facilities and, from time to
time, for facility expansion.
ADDITIONAL DISCLOSURE REQUIRED BY INDENTURE
Separate financial information of TransDigm is not presented since the Senior
Subordinated Notes are guaranteed by Holdings and all direct and indirect
subsidiaries of TransDigm and since Holdings has no operations or assets
separate from its investment in TransDigm. In addition, Holdings' only liability
consists of Holdings PIK Notes of $25.3 million that bear interest at 12%
annually. Interest expense recognized on the Holdings PIK Notes during the
thirteen week periods ended December 30, 2000 and December 31, 1999 was $.7
million and $.6 million, respectively.
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PART I: FINANCIAL INFORMATION
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
At December 30, 2000, the Company is subject to interest rate risk with respect
to borrowings under its credit facility as the interest rates on such borrowings
vary with market conditions and, thus, the amount of outstanding borrowings
approximates the fair value of the indebtedness. On a historical basis, the
weighted average interest rate on the $109.2 million of borrowings outstanding
under the credit facility at December 30, 2000 was 9.2%. Also outstanding at
December 30, 2000 was $125 million of Company indebtedness in the form of
subordinated notes and $25.3 million of Holdings PIK Notes. The interest rates
on both of these borrowings are fixed at 10 3/8% and 12% per year, respectively.
The sensitivity of changes in the fair value of the Company's outstanding
borrowings to changes in interest rates is described on page 17 of our Form 10-K
for the fiscal year ended September 30, 2000. There have been no material
changes in the sensitivity since September 30, 2000.
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PART II: OTHER INFORMATION
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Act of 1934, as
amended, each of the Co-Registrants has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Richmond Heights, State of Ohio, on February 13, 2001.
TRANSDIGM HOLDING COMPANY
By: /s/ Gregory Rufus
-----------------------------------------
Gregory Rufus
Chief Financial Officer
TRANSDIGM INC.
By: /s/ Gregory Rufus
-----------------------------------------
Gregory Rufus
Chief Financial Officer
MARATHON POWER TECHNOLOGIES COMPANY
By: /s/ Gregory Rufus
-----------------------------------------
Gregory Rufus
Chief Financial Officer
ZMP, INC.
By: /s/ Gregory Rufus
-----------------------------------------
Gregory Rufus
Chief Financial Officer
ADAMS RITE AEROSPACE, INC.
By: /s/ Gregory Rufus
-----------------------------------------
Gregory Rufus
Chief Financial Officer
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TRANSDIGM HOLDING COMPANY
Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed below by the following persons on behalf of the Co-Registrant and in the
capacities and as of the dates indicated.
SIGNATURE TITLE DATE
* Chief Executive Officer (Principal February 13, 2001
- ----------------------------------- Executive Officer) and Chairman of the Board
Douglas W. Peacock
* President and Chief Operating Officer February 13, 2001
- ----------------------------------- (Principal Operating Officer) and Director
W. Nicholas Howley
/s/ Gregory Rufus Chief Financial Officer (Principal Financial February 13, 2001
- ----------------------------------- and Accounting Officer)
Gregory Rufus
* Director February 13, 2001
- -----------------------------------
Stephen Berger
* Director February 13, 2001
- -----------------------------------
William Hopkins
* Director February 13, 2001
- -----------------------------------
Muzzafar Mirza
* Director February 13, 2001
- -----------------------------------
John W. Paxton
* Director February 13, 2001
- -----------------------------------
Thomas R. Wall, IV
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TRANSDIGM INC.
Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed below by the following persons on behalf of the Co-Registrant and in the
capacities and as of the dates indicated.
SIGNATURE TITLE DATE
* Chief Executive Officer (Principal February 13, 2001
- ----------------------------------- Executive Officer) and Chairman of the Board
Douglas W. Peacock
* President and Chief Operating Officer February 13, 2001
- ----------------------------------- (Principal Operating Officer) and Director
W. Nicholas Howley
/s/ Gregory Rufus Chief Financial Officer (Principal Financial February 13, 2001
- ----------------------------------- and Accounting Officer)
Gregory Rufus
* Director February 13, 2001
- -----------------------------------
Stephen Berger
* Director February 13, 2001
- -----------------------------------
William Hopkins
* Director February 13, 2001
- -----------------------------------
Muzzafar Mirza
* Director February 13, 2001
- -----------------------------------
John W. Paxton
* Director February 13, 2001
- -----------------------------------
Thomas R. Wall, IV
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MARATHON POWER TECHNOLOGIES COMPANY
Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed below by the following persons on behalf of the Co-Registrant and in the
capacities and as of the dates indicated.
SIGNATURE TITLE DATE
* Chief Executive Officer (Principal February 13, 2001
- ----------------------------------- Executive Officer) and Chairman of the Board
Douglas W. Peacock
* President (Principal Operating Officer) February 13, 2001
- -----------------------------------
Albert J. Rodriguez
/s/ Gregory Rufus Chief Financial Officer (Principal Financial February 13, 2001
- ----------------------------------- and Accounting Officer)
Gregory Rufus
* Director February 13, 2001
- -----------------------------------
W. Nicholas Howley
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ZMP, INC.
Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed below by the following persons on behalf of the Co-Registrant and in the
capacities and as of the dates indicated.
SIGNATURE TITLE DATE
* Chairman of the Board and Executive Vice February 13, 2001
- ----------------------------------- President (Principal Executive Officer)
Douglas W. Peacock
* President (Principal Operating Officer) February 13, 2001
- -----------------------------------
John F. Leary
/s/ Gregory Rufus Treasurer and Chief Financial Officer February 13, 2001
- ----------------------------------- (Principal Financial and Accounting Officer)
Gregory Rufus
* Executive Vice President and Director February 13, 2001
- -----------------------------------
W. Nicholas Howley
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ADAMS RITE AEROSPACE, INC.
Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed below by the following persons on behalf of the Co-Registrant and in the
capacities and as of the dates indicated.
SIGNATURE TITLE DATE
* Chairman of the Board and Executive Vice February 13, 2001
- ----------------------------------- President (Principal Executive Officer)
Douglas W. Peacock
* President (Principal Operating Officer) February 13, 2001
- -----------------------------------
John F. Leary
/s/ Gregory Rufus Treasurer and Chief Financial Officer February 13, 2001
- ----------------------------------- (Principal Financial and Accounting Officer)
Gregory Rufus
* Executive Vice President and Director February 13, 2001
- -----------------------------------
W. Nicholas Howley
* The undersigned, by signing his name hereto, does sign and execute this
Annual Report on Form 10-K pursuant to the Power of Attorney executed by
the above-named officers and Directors of the Co-Registrants and filed
with the Securities and Exchange Commission on behalf of such officers
and Directors.
By: /s/Gregory Rufus
-------------------------------------
Gregory Rufus
ATTORNEY-IN-FACT
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