Fellow
Shareholders



The fiscal year ended March 31, 2001 was without a doubt one of the most difficult and unpredictable in the last twenty years for our company. As we worked our way through a troubled integration of two factories in the UK, we were also besieged with an unprecedented slowdown in U.S. auto and heavy truck production, a collapse of the equity markets, and the closing of the debt markets to all but the most highly rated companies. As a result, for fiscal 2001 we posted our first operating loss in ten years, violated some of the technical covenants in our credit agreements, and saw our share price drop to its lowest level in over twenty years.

As the world changed so rapidly around us, our management team and Board of Directors took bold and dramatic action to change our course and follow a path that would lead to more predictability in our business, less leverage, higher growth, and greater profitability.

In January, the Board approved a restructuring leading to the divestiture of our engineered products group of small business units that we had built up or acquired to be platforms for future growth. In April, we decided to divest all of our remaining fastener businesses. When this restructuring is completed, TransTechnology will be substantially debt-free and involved solely in the design, manufacture, and servicing of aerospace equipment and components.

The fiscal 2001 operating loss was primarily the result of the failure of our integration of the Anderton and Ellison retaining ring facilities in the UK. While the consolidation is now complete and operating at close to breakeven cash flow, during fiscal 2001 the UK operation lost more than $8 million, required more cash than budgeted for capital investment, and consumed an inordinate amount of management resources as the company also faced the challenges of a slowing U.S. economy. On the other hand, we posted a record year of performance at our German retaining ring operation and an almost $1 million swing in combined profitability from the prior year at the U.S. and Brazilian retaining ring operations.

The 50% decline in heavy-duty truck production in the second half of fiscal 2001 heavily impacted our hose clamp operations, leading to a significant reduction in the U.S. unit's profitability. Similarly, the downturn in production rates during the fiscal year's last three quarters for the big three domestic car-makers, our largest market segment, resulted in weaker than expected sales and operating profits at our Engineered Components and cold-headed business units. Our aerospace rivet unit showed slight improvements from the prior year as it stabilized following last fiscal year's loss of a major customer and declines in aircraft build, but it continued to operate at a loss during fiscal 2001.

Our Aerospace Products group, however, once again posted record results in both sales and operating income, with 15.9% and 18.4% increases, respectively. By continuously focusing on new product introductions, cost reduction, customer service and support, and process and engineering improvements, our Aerospace Products group reported its sixth consecutive year of growth in sales and profits.

Our strategy for the TransTechnology of the future is based on our Aerospace Products group. While the TransTechnology of 2002 will be substantially smaller than it was in fiscal 2001, we believe it will be a much more valuable company. We are the world's market leader in our two main aerospace products.

Our Aerospace Products group once again posted record results in both sales and operating income, with 15.9% and 18.4% increases, respectively.
Our revenue stream, comprised of sales of new equipment, spare parts, and overhaul and repair services, will be more steady and predictable. Our profitability will be substantially higher as the service aspects of the aerospace business provide better opportunities for higher returns on engineered solutions. Our capital requirements for new equipment and facilities will be lower, because the core competency of Aerospace Products is engineering rather than high volume manufacturing. Solid long-term growth opportunities lie in new defense programs, such as the V-22 Osprey, Joint Strike Fighter, UCAV (Unmanned Combat Air Vehicle), DD-21 destroyer, Virginia class submarine, and HIMARS rocket launcher, all of which will include our products. Increased military emphasis on training and new equipment, along with more frequent commercial airline flights, will increase the demand for our repairs and spare part programs. Our debt should be mostly paid off by the end of fiscal 2002. As we complete the restructuring program, targeted for the end of the second quarter of fiscal 2002, TransTechnology will be poised to regain much of the value it has lost over the past two years.

I would like to express my appreciation to each member of the TransTechnology management team and to every employee of the company throughout the world. Fiscal 2001 was indeed a difficult year. Yet, none of our managers or key employees gave up. Our workforce, at every level, focused on improving what they could control, and they did a fine job. I am proud of each and every member of the TransTechnology team. To those who will be leaving the company through the divestiture program, we wish each of them continued success.
Our strategy for the TransTechnology of the future is based on our Aerospace Products group.

I would also like to thank our Board of Directors, which has remained deeply involved and participative throughout this ordeal. They have given our company extra time and effort during these difficulties. They have addressed a troubled situation in an uncertain environment, provided advice, support and counsel, and have made tremendously hard decisions that will shape the future of our company. I cannot adequately express my appreciation and thanks for their assistance this past year.

And, most important, I thank you, the shareholders, who have placed your trust, confidence, and resources in our hands. We appreciate your support and look forward to seeing TransTechnology regain its position as a provider of value to its owners.

Michael J. Berthelot

Chairman, President and Chief
Executive Officer