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TTII Reports Revenues and Earnings for Second Quarter and First Half

28 July 1999

TTII Reports Revenues and Earnings for Second Quarter and First Half

    CHICAGO--July 28, 1999--Transportation Technologies Industries, Inc. announced today its first quarterly results since selling its freight car operations on June 3, 1999 and changing its name from Johnstown America Industries, Inc.
    In the quarter ended June 30, 1999, revenues from continuing operations totaled $134.4 million, compared to $109.0 million a year ago. Income from continuing operations, before extraordinary items, increased almost 90 percent to $4.7 million, or $0.46 per diluted share, from $2.5 million, or $0.24 per diluted share in the second quarter of 1998. Second quarter 1999 revenues and earnings include results of Imperial Group and EMI Company, TTII's two recent strategic acquisitions, for the portion of the quarter following their respective acquisition dates.
    Net income was $43.3 million, or $4.23 per diluted share, compared to $6.2 million, or $0.61 per diluted share in the second quarter of 1998. Second quarter 1999 net income includes after-tax income of $11.0 million from the divested freight car operations; an after-tax gain of $29.8 million from the sale of the freight car operations; and after-tax extraordinary charges of $2.2 million from the non-cash write-off of deferred financing costs in connection with prepayments of senior debt. Net income in the second quarter of 1998 included after-tax income of $4.3 million from the divested freight car operations; an after-tax extraordinary charge of $0.6 million from the non-cash write-off of deferred financing costs in connection with prepayment of senior debt; and a one-time after-tax gain of $1.0 million from the settlement of a former pension plan.
    Through the first six months of 1999, revenues from continuing operations were $251.7 million, up from $222.8 million in the year-earlier period. First-half 1999 income from continuing operations, before extraordinary items, was $7.9 million, or $0.77 per diluted share, compared to $3.4 million, or $0.34 per diluted share a year ago.
    Net income for the first six months of 1999 was $57.9 million, or $5.70 per diluted share, up from $20.2 million, or $2.00 per diluted share a year ago. Net income for the first half of 1999 includes after-tax income of $22.7 million from the divested freight car operations; a $29.8 million after-tax gain on the sale of the freight car operations; and after-tax extraordinary charges of $2.5 million from the non-cash write-off of deferred financing costs in connection with prepayments of senior debt. Net income in the first half of 1998 included after-tax income of $17.3 million from the divested freight car operations and an after-tax extraordinary charge of $0.6 million from the non-cash write-off of deferred financing costs in connection with the prepayment of senior debt.
    "The second quarter was one of our most eventful, highlighted by the sale of our freight car operations and two strategic acquisitions," said Thomas M. Begel, chairman, president and chief executive officer. "All our resources and energies now are focused on the truck components business, which offers strong growth potential and significantly reduced exposure to market cyclicality. The performance of our continuing operations through the first half of the year and the current outlook for the truck market demonstrates that we are on the right course."
    Gunite, Bostrom and Fabco all posted increases in revenues and operating income during the second quarter and first six months of 1999 versus the prior year, benefiting from continued strong sales of heavy-duty trucks. In the second quarter, Gunite's results were enhanced by the acquisition of EMI Company on May 17, 1999, which now is operating as a Gunite facility. After a transition period, the additional production capacity at this facility will enable Gunite to better serve its OEM customers and increase its participation in the higher-margin aftermarket for wheel-end components.
    As previously announced, Gunite recently reached a new four-year union contract covering employees at one of its Elkhart, Indiana plants, ending a strike which began on June 28, 1999. The impact of the strike will result in a one-time after-tax earnings impact of $1.2 million to $1.5 million, or approximately $0.12 to $0.15 per diluted share for the third quarter of 1999.
    Revenues at Brillion were down about 10 percent in the second quarter from the comparable period last year, due primarily to the continuing sales downturn in agricultural and construction equipment businesses. "During the second half of 1999, Brillion will begin to benefit as Gunite's EMI facility increases production of wheel-end components and a significant portion of its current job work production is transferred to Brillion," Begel said.
    "Imperial Group, which we acquired April 29, 1999, also contributed positively to our revenue and operating income during the quarter, and we anticipate continued growth and improvement from this unit," he said.
    "With the continued strong outlook for the heavy-duty truck market and the settlement of Gunite's strike, all of our units should produce strong operating performances during the remainder of 1999," Begel said.
    At June 30, 1999, the company had $43.8 million in cash on hand. During the quarter the company put in place a new $100 million senior bank term loan, which was used primarily to finance the acquisition of Imperial Group and repay $37 million of outstanding bank debt. Cash, primarily from the after-tax proceeds of the sale of the freight car division, was used to prepay $80 million of senior bank debt, reducing the debt to capital ratio to 55 percent at quarter-end versus 70 percent at December 31, 1998 and 65 percent at March 31, 1999.
    "With both debt and interest costs reduced significantly, we are in a better position to take advantage of strategic acquisition opportunities that may arise as a result of the ongoing consolidation of the truck components industry," Begel said.
    Excluding extraordinary and non-recurring items and discontinued operations, earnings before interest, taxes, depreciation and amortization (EBITDA) were $21.2 million in the second quarter of 1999, compared to $15.0 million a year earlier. Through six months of 1999 and 1998, EBITDA were $38.9 million and $31.1 million, respectively.
    "Future prospects for TTII are promising," Begel said. "With the sale of our freight car operations completed, we move forward with a strong and growing operating base, an improved capital structure, a clearly-defined identity, a focused strategy and a commitment to creating shareholder value."
    Transportation Technologies Industries, Inc. is a leading manufacturer of components for heavy-duty and medium-duty trucks and buses and the truck parts aftermarket. Product lines include: Gunite wheel-end components; Brillion custom iron castings; Imperial body and chassis components; Bostrom truck and bus seating systems; and Fabco steerable drive axles and gearboxes. The company is headquartered in Chicago, Illinois and has manufacturing operations in Alabama, California, Illinois, Indiana, Pennsylvania, Tennessee, Texas, Washington and Wisconsin.
    The statements herein, which are not historical facts, including statements about future expectations, are "forward-looking statements" that involve certain risks and uncertainties that could cause actual future results to differ materially from those stated. These risks are spelled out more fully in the company's SEC filings. The company assumes no obligation to update its forward-looking statements.

             TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
              Condensed Consolidated Statements of Income
               (in thousands, except per share amounts)

                             Three Months Ended    Six Months Ended
                                  June 30,             June 30,
                            -------------------    -------------------

                              1999     1998(A)       1999(A)   1998(A)
                            --------  --------      --------  --------
                            
Net Sales                  $ 134,371 $ 109,014     $ 251,671 $ 222,831
Cost of Sales                106,074    87,148       198,722   178,034
                            --------  --------      --------  --------

Gross Profit                  28,297    21,866        52,949    44,797

Operating Expense (income):
Selling, general &
 administrative               10,962     9,876        21,079    19,757
Amortization                   1,914     1,698         3,607     3,391
Pension termination gain                (1,688)                 (1,688)
                            --------  --------      --------  --------

Operating Income              15,421    11,980        28,263    23,337

Interest expense, net          6,808     6,839        13,639    14,129
                            --------  --------      --------  --------
                                                      

Income before income taxes,
 extraordinary items
 and discontinued
 operations                    8,613     5,141        14,624     9,208

Income taxes                   3,891     2,664         6,749     5,771
                            --------  --------      --------  --------
               
Income before extraordinary
 items and discontinued
 operations                    4,722     2,477         7,875     3,437

Extraordinary items,
 net of taxes                 (2,206)     (585)       (2,505)     (585)

Discontinued operations:
  Income, net of taxes        10,966     4,258        22,728    17,341
  Gain on sale, net
   of taxes                   29,817                  29,817
                            --------  --------      --------  --------

                                     
Net income and
 comprehensive income       $ 43,299   $ 6,150      $ 57,915  $ 20,193
                            ========  ========      ========  ========
                                                        

Diluted Weighted average
 equivalent shares
 outstanding                  10,239    10,165        10,169    10,114
                            ========  ========      ========  ========
                                                    

Diluted earnings per share
 before extraordinary items
 and discontinued operations  $ 0.46    $ 0.24        $ 0.77    $ 0.34
                            ========  ========      ========  ========
                                                          

Diluted earnings per share    $ 4.23    $ 0.61        $ 5.70    $ 2.00
                            ========  ========      ========  ========
                                                         
(A) Restated to reflect discontinued operations.

             TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
                 Condensed Consolidated Balance Sheets
                            (in thousands)

                                              June 30,   December 31,
                                                1999         1998 (A)
                                           -----------  -------------

Assets:
Cash and cash equivalents                    $ 43,848       $ 33,382
Accounts receivable, net                       72,066         55,550
Inventories                                    38,884         29,566
Prepaid expenses and other                     18,735         16,331
Net assets of discontinued operations               -         37,555
                                           -----------  -------------
                                              173,533        172,384

Property, plant and equipment, net            119,142         82,402

Excess costs over assets acquired and other
intangible assets, net and other              262,482        238,217
                                           -----------  -------------
                                             $555,157      $ 493,003
                                           ===========  =============

Liabilities and Shareholders Equity:
Accounts payable                             $ 39,513       $ 19,601
Accrued expenses and other payables            55,473         51,662
Accrued income taxes on discontinued
 operations                                    15,513              -
Current maturities of long-term debt
 and capital lease                              1,924          9,039
                                           -----------  -------------
                                              112,423         80,302

Long-term debt and capital lease               22,663         49,186
Senior subordinated notes                     182,162        182,338
Deferred income tax liabilities                30,390         34,571
Other long-term liabilities                    35,767         35,889
                                           -----------  -------------
                                              270,982        301,984

Shareholders Equity                           171,752        110,717
                                           -----------  -------------
                                             $555,157      $ 493,003
                                           ===========  =============

(A) Restated to reflect discontinued operations.


             TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
            Condensed Consolidated Statements of Cash Flows
                            (in thousands)

                                                      Six Months Ended
                                                          June 30, (A)
                                                   -------------------
                                                        1999      1998
                                                   --------- ---------

Cash Flows from Operating Activities:
Net Income                                          $57,915  $ 20,193
Deduct income from discontinued operations           22,728    17,341
                                                   --------- ---------
Income from continuing operations                    35,187     2,852
Net gain on sale of discontinued operations         (29,817)        -
Depreciation                                          6,511     5,517
Amortization - other                                  4,218     3,951
Amortization - deferred financing costs                 414       835
Deferred income taxes                                  (624)     (585)
Pension termination gain                                  -    (1,688)
Extraordinary items, net of taxes                     2,505       585
Accrued post retirement benefits                        783       793
                                                   --------- ---------
                                                     19,177    12,260
Change in operating assets and liabilities           (4,132)    5,537
                                                   --------- ---------
Net cash provided by operating activities            15,045    17,797
                                                   --------- ---------

Cash Flows from Investing Activities:
Proceeds from the sale of discontinued operations   101,783         -
Cash paid for acquisitions                          (76,288)        -
Capital expenditures                                 (5,654)   (3,849)
                                                   --------- ---------
Net cash provided (used) by investing activities     19,841    (3,849)
                                                   --------- ---------

Cash Flows from Financing Activities:
Proceeds from the issuance of long-term debt        103,100         -
Payment of term loans and capital leases           (136,738)  (16,760)
Deferred financing costs                             (1,993)       (8)
Other                                                   342       106
                                                   --------- ---------
Net cash used by financing activities               (35,289)  (16,662)
                                                   --------- ---------

Net decrease in cash from continuing operations        (403)   (2,714)
Net cash provided (used) by discontinued operations  10,869    (2,906)
Cash and cash equivalents, beginning of period       33,382    27,884
                                                   ========= =========
Cash and cash equivalents, end of period            $43,848  $ 22,264
                                                   ========= =========

(A) Restated to reflect discontinued operations.