<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1996
REGISTRATION STATEMENT NO. 333-10777
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TRIUMPH GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 51-0347963
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
</TABLE>
FOUR GLENHARDIE CORPORATE CENTER
1255 DRUMMERS LANE, SUITE 200
WAYNE, PENNSYLVANIA 19087
(610) 975-0420
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
RICHARD C. ILL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRIUMPH GROUP, INC.
FOUR GLENHARDIE CORPORATE CENTER
1255 DRUMMERS LANE, SUITE 200
WAYNE, PENNSYLVANIA 19087
(610) 975-0420
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
Edward D. Slevin, Esquire George P. Stamas, Esquire
Gerald J. Guarcini, Esquire Joanne F. Catanese, Esquire
Ballard Spahr Andrews & Ingersoll Wilmer, Cutler & Pickering
1735 Market Street, 51st Floor 100 Light Street
Philadelphia, Pennsylvania 19103 Baltimore, Maryland 21202
(215) 665-8500 (410) 986-2800
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per
share................................ 3,000,000 shares $18.00 $54,000,000 $18,620.69(2)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
(2) Of this amount, $17,728.45 has previously been paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES
MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION
SEPTEMBER 26, 1996
2,500,000 SHARES
[LOGO]
TRIUMPH GROUP, INC.
COMMON STOCK
---------
All of the 2,500,000 shares of Common Stock offered hereby are being offered
by Triumph Group, Inc. (the "Company"). Prior to this offering, there has been
no public market for the Common Stock of the Company. It is currently estimated
that the initial public offering price of the Common Stock will be between
$16.00 and $18.00 per share. See "Underwriting" for a discussion of the factors
to be considered in determining the initial public offering price. The Company
also has a class of Class D Common Stock. The Common Stock has been approved for
listing on the New York Stock Exchange subject to notice of issuance.
Concurrent with this offering, the Company is offering an additional 125,000
shares of Common Stock to certain executive officers and directors of the
Company and certain employees of Citicorp Venture Capital, Ltd. ("CVC") at the
price to the public less underwriting discounts and commissions (the "Direct
Sale"). See "Certain Transactions," "Principal Stockholders" and "Direct Sale."
--------------
SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR CERTAIN INFORMATION
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
-------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS COMPANY(1)
<S> <C> <C> <C>
Per Share................................ $ $ $
Total(2)................................. $ $ $
</TABLE>
(1) Before deducting expenses of this offering estimated at $1,050,000.
(2) The Company has granted the Underwriters a 30-day option to purchase up to
375,000 additional shares of Common Stock solely to cover over-allotments,
if any. To the extent that the option is exercised, the Underwriters will
offer the additional shares at the Price to Public as shown above. If the
option is exercised in full, the total Price to Public, Underwriting
Discounts and Commissions and Proceeds to Company will be $ ,
$ and $ , respectively. See "Underwriting."
--------------
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them, and subject to
the right of the Underwriters to reject any order in whole or in part. It is
expected that delivery of the shares of Common Stock will be made at the offices
of Alex. Brown & Sons Incorporated, Baltimore, Maryland, on or about
, 1996.
ALEX. BROWN & SONS DILLON, READ & CO. INC.
INCORPORATED
THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE>
PICTORIAL DESCRIPTION RIDER #1
FOR TRIUMPH REGISTRATION STATEMENT
Picture of a commercial aircraft in flight
--------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
--------------
AS USED IN THIS PROSPECTUS, REFERENCES TO "THE COMPANY" SHALL INCLUDE
TRIUMPH GROUP, INC. AND ITS DIRECT AND INDIRECT SUBSIDIARIES AND THE OPERATING
DIVISIONS OF SUCH SUBSIDIARIES. THE COMPANY CONDUCTS ITS OPERATIONS THROUGH ITS
WHOLLY OWNED SUBSIDIARY, TRIUMPH GROUP HOLDINGS, INC. AND ITS DIRECT AND
INDIRECT SUBSIDIARIES. ON AUGUST 21, 1996, THE REGISTRANT'S NAME WAS CHANGED
FROM "THE TRIUMPH GROUP HOLDINGS, INC." TO "TRIUMPH GROUP, INC."
2
<PAGE>
COMMITTED TO GROWTH THROUGH INTEGRITY,
QUALITY AND SERVICE, AND CUSTOMER FOCUS.
AVIATION
A. BIEDERMAN
GLENDALE, CALIFORNIA
ADVANCED MATERIALS
TECHNOLOGIES, INC.
TEMPE, ARIZONA
AEROSPACE TECHNOLOGIES
FORT WORTH, TEXAS
AIR LAB
SEATTLE, WASHINGTON
K T CORPORATION
SHELBYVILLE, INDIANA
L.A. GAUGE CO.
SUN VALLEY, CALIFORNIA
LAMAR ELECTRO-AIR
WELLINGTON, KANSAS
NORTHWEST INDUSTRIES
ALBANY, OREGON
TRIUMPH AIR REPAIR
PHOENIX, ARIZONA
TRUIMPH CONTROLS, INC.
NORTH WALES, PENNSYLVANIA
METALS
DELUXE SPECIALTIES MFG. CO.
HUTCHINSON, KANSAS
GREAT WESTERN STEEL
CHICAGO, ILLINOIS
KILROY STRUCTURAL STEEL CO.
CLEVELAND,OHIO
TRIUMPH INDUSTRIES
BRIDGEVIEW, ILLINOIS
[Picture of commercial aircraft in flight]
THE COMPANY DESIGNS, ENGINEERS, MANUFACTURES, REPAIRS AND OVERHAULS COMPONENTS
FOR AIRCRAFT, SUCH AS FOR THE MD-80 SHOWN ABOVE.
[LOGO] TRIUMPH GROUP, INC.
WAYNE, PENNSYLVANIA - (610) 975-0420
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE, SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AS USED IN THIS PROSPECTUS, REFERENCES TO "THE COMPANY" SHALL INCLUDE TRIUMPH
GROUP, INC. AND ITS DIRECT AND INDIRECT SUBSIDIARIES AND THE OPERATING
DIVISIONS OF SUCH SUBSIDIARIES. THE COMPANY CONDUCTS ITS OPERATIONS THROUGH
ITS WHOLLY OWNED SUBSIDIARY, TRIUMPH GROUP HOLDINGS, INC. AND ITS DIRECT AND
INDIRECT SUBSIDIARIES. ON AUGUST 21, 1996, THE REGISTRANT'S NAME WAS CHANGED
FROM "THE TRIUMPH GROUP HOLDINGS, INC." TO "TRIUMPH GROUP, INC."
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS
OTHERWISE INDICATED, THE INFORMATION IN THIS PROSPECTUS ASSUMES THAT (I) THE
UNDERWRITERS' OVER-ALLOTMENT OPTION WILL NOT BE EXERCISED, AND (II) THE
TRANSACTIONS DESCRIBED UNDER "RECAPITALIZATION" HAVE OCCURRED.
THE COMPANY
The Company designs, engineers, manufactures, repairs and/or overhauls
aircraft components such as mechanical and electromechanical control systems,
aircraft and engine accessories, auxiliary power units ("APUs"), avionics and
aircraft instruments. The Company serves a broad spectrum of the aviation
industry, including commercial airlines and air cargo carriers, as well as
original equipment manufacturers of aircraft and aircraft components ("OEMs"),
on a worldwide basis.
According to current U.S. Department of Commerce statistics, the annual
worldwide market for aircraft, including components, is approximately $56.7
billion. A recent issue of AVIATION WEEK AND SPACE TECHNOLOGY states that the
global airline industry spends at least $20 billion annually to maintain its
aircraft. The aircraft component production and repair industry is highly
fragmented, consisting of both a limited number of well-capitalized companies,
which offer a broad range of products and services, and a large number of
smaller, specialized companies. The Company believes that this market structure
and industry trends will result in continued industry consolidation.
The Company believes that there are a number of significant trends affecting
the demand for its products and services. Boeing's 1996 Market Outlook projects
that global air travel will increase by 70% and that the number of passenger and
cargo delivery aircraft in service will increase by 47% through the year 2005.
This continued growth in air transit and aircraft production will increase the
demand for aircraft component purchases and repairs. In addition to increased
air transit and aircraft in service, these trends include increased outsourcing
of the manufacture and maintenance of aircraft components, assemblies and
subassemblies by aircraft operators and OEMs, reductions by customers in the
number of approved suppliers and vendors of aviation products and services,
aging aircraft that require increased repair and maintenance, reduced supply of
surplus aircraft, increased emphasis on component traceability and more
stringent maintenance and safety requirements.
COMPETITIVE ADVANTAGES
The Company believes that it is well positioned to take advantage of these
trends due to:
BROAD ARRAY OF PRODUCT AND SERVICES. The Company offers the aviation
industry a consolidated point of purchase for a broad array of aviation products
and services. The Company designs, engineers and manufactures aircraft
components to fulfill the particular needs and requirements of its customers. In
certain cases, the Company retains the proprietary right to these designs and,
accordingly, the customer will rely on the Company to provide service on such
aircraft components at every stage of their useful lives, including the repair
and overhaul or replacement of such components. The Company also manufactures
aircraft components according to customer specifications. In addition, the
Company performs repair and overhaul services for customers on various aircraft
components manufactured by third parties.
GOVERNMENT CERTIFICATIONS. The Company operates nine repair stations
certified by the United States Federal Aviation Administration (the "FAA") and
has been granted licenses from the FAA and foreign regulatory counterparts to
perform repair and overhaul services on broad classifications of aircraft
instruments and accessories. Without such broad certifications and licenses,
other companies may not offer these products and services, thereby constituting
a significant barrier to entry. In addition, the Company holds two exclusive
licenses issued by the FAA that permit the Company to design, engineer and
repair products to its own specifications for certain aircraft components and
therefore to compete
3
<PAGE>
directly with OEMs with respect to such components. These exclusive licenses
enable the Company to offer, on a proprietary basis, certain repaired parts to
its customers at a lower cost than other companies that must purchase
replacement parts from third parties.
EMPHASIS ON QUALITY CONTROL. The Company incurs significant expenses to
maintain stringent quality control of its products and services. In addition to
domestic and foreign governmental regulations, OEMs and other customers require
that the Company satisfy certain requirements relating to the quality of its
products and services. The Company performs testing and certification procedures
on all of the products that it designs, engineers, manufactures, repairs and
overhauls, and maintains detailed records to ensure traceability of the
production of and service on each aircraft component. The expense required to
institute and maintain comparable quality control procedures represents a
barrier to entry.
BROAD CUSTOMER BASE. Due to the Company's broad array of products and
services and its emphasis on quality control and timely delivery, the Company's
customers include virtually all of the world's major commercial airlines and an
increasing number of the most widely recognized air cargo carriers and OEMs. The
Company expects that its customer base will continue to strengthen and broaden
with increased cross-selling efforts by the Company of its various products and
services.
ESTABLISHED INDUSTRY PRESENCE. The operating divisions and subsidiaries in
the Company's aviation group have been involved in the aviation industry for an
average of over 30 years. These entities are characterized by experienced
management and highly-skilled employees. Due in large part to its established
industry presence, the Company enjoys strong customer relations, name
recognition and repeat business.
COMPANY STRATEGY
The Company intends to grow its aviation business through:
EXPANSION OF PRODUCTS AND SERVICES. The Company will continue to introduce
new aviation products and services to take advantage of the growing aviation
industry and the increasing demand for aviation products and services. In an
effort to expand its existing array of products and services and to capture
additional repair and overhaul business, the Company plans to expand, as
appropriate, its program for the distribution and inventory management of third
party aircraft components. The Company will also expand its assembly and
subassembly capabilities on certain aircraft components. By broadening its
products and services, the Company intends to further augment its position as a
consolidated point of purchase to the aviation industry, capitalizing on the
trend toward outsourcing and the reduction by aircraft operators and OEMs of the
number of approved suppliers and vendors.
INCREASED INTERNATIONAL MARKETING. The Company will continue to take
advantage of the expanding international market for aviation products and
services, as worldwide air travel escalates and foreign nations, particularly
China and other countries in Asia, purchase used aircraft that require more
frequent repair and maintenance. The Company currently supplies products and
services to virtually every major commercial airline in the world and retains
independent sales representatives in a number of foreign countries. The Company
intends to build on its existing international presence through foreign
acquisitions and continued market penetration.
CAPITALIZING ON AVIATION GROUP AFFILIATION. Utilizing the group affiliation
of the Company's operating divisions and subsidiaries, the Company plans to
increase cross-selling of its various capabilities to its customers. The
Company's operating divisions and subsidiaries will continue to share
independent sales representatives and jointly bid on projects where appropriate,
while still maintaining their individual identities.
EXPANDED OPERATING CAPACITY. The Company plans to increase its operating
capacity to meet the expected increased growth and demand in the aviation
industry. The Company will increase its capital expenditures, including
expenditures for additional equipment and skilled labor, to support this
increased capacity. The Company intends to continue to invest in state of the
art machinery to increase its operating efficiencies and improve operating
margins.
4
<PAGE>
GROWTH THROUGH ACQUISITIONS. The Company expects to continue its growth
through acquisitions of other companies, assets or product lines that add to or
complement the Company's existing aviation products and services. The Company
has successfully completed three acquisitions in the last 12 months. Because of
the fragmented nature of much of the market for aircraft products and services,
the Company believes that many additional acquisition opportunities exist in the
aviation industry. The Company does not currently have any pending or probable
acquisitions.
ADDITIONAL BUSINESSES
In addition to the aviation group, the Company also operates a metals group
that, through its operating divisions and subsidiaries, processes, fabricates
and distributes metal products to manufacturers and other customers in the
computer, construction, container, farm equipment and office furniture
industries, primarily within North America. The metals group processes and
distributes carbon flat-rolled steel products and performs a variety of
processes on these products, including electrogalvanizing, slitting and
blanking. The Company also manufactures fuel tanks and hydraulic reservoirs and
erects structural steel frameworks. The metals group is a significant
contributor to the Company's financial strength and has consistently generated
profits and positive cash flows for the Company. The Company believes that it
competes successfully in the metals markets on the basis of price, quality and
reliability of service.
COMPANY ORGANIZATION
The Company was incorporated in 1993 to purchase the aviation and metals
businesses of Alco Standard Corporation ("Alco") in a management buyout (the
"Acquisition") organized by 19 members of management and CVC. See "Historical
Background." The Company's executive offices are located at Four Glenhardie
Corporate Center, 1255 Drummers Lane, Suite 200, Wayne, Pennsylvania 19087-1565,
and its telephone number is (610) 975-0420.
RECAPITALIZATION
Immediately prior to the closing of this offering, the Company will
consummate a series of transactions to recapitalize. The purpose of these
transactions is to simplify the Company's capital structure in anticipation of
this offering and the Company's continued operation as a publicly traded
company. All of the outstanding shares of Class A Common Stock, Class B Common
Stock and Class C Common Stock, each having par value $.001 per share, of the
Company will be split 65-for-one (the "Stock Split"). In addition, (i) all
outstanding shares of Class A Common Stock and Class C Common Stock of the
Company and shares of Class B Common Stock held by persons other than CVC and
certain investors currently or previously affiliated with CVC ("CVC Investors")
will be exchanged (the "Common Stock Conversion") for shares of the Company's
Common Stock, par value $.001 per share (the "Common Stock"), (ii) the
outstanding shares of Common Stock, par value $.001 per share of Triumph
Controls, Inc. ("TCI"), a subsidiary of the Company, which are owned by
management of TCI, will be converted into shares of Common Stock (the "TCI
Conversion"), (iii) all outstanding shares of the Company's preferred stock, par
value $.01 per share (the "Preferred Stock"), held by persons other than CVC
Investors, with an aggregate liquidation value plus accumulated dividends to the
date of this Prospectus will be exchanged (the "Preferred Stock Conversion") at
an estimated exchange ratio of one share of Common Stock for 10.85 shares of
Preferred Stock (the "Preferred Stock Exchange Ratio") and (iv) all outstanding
14% junior subordinated promissory notes (the "14% JSDs"), held by persons other
than CVC Investors, and all outstanding 10.5% junior subordinated promissory
notes (the "10.5% JSDs") held by management of TCI (the 14% JSDs and the 10.5%
JSDs are collectively referred to hereafter as the "JSDs"), will be exchanged
(referred to hereafter individually as the "14% JSD Conversion" and the "10.5%
JSD Conversion" and collectively as the "JSD Conversion") at an estimated
exchange ratio of one share of Common Stock for every $14.48 of principal and
accrued interest on the JSDs to the date of this Prospectus (the "JSD Exchange
Ratio"). All shares of Class B Common Stock, Preferred Stock (at the Preferred
Stock Exchange Ratio) and JSDs (at the JSD Exchange Ratio) held by CVC Investors
will be exchanged for 1,023,570 shares of Common Stock and 4,273,519 shares of
Class D Common Stock, par value $.001 per share ("Class D Common Stock"), of the
Company (the "CVC Exchange"). The CVC Investors will
5
<PAGE>
receive the shares of Class D Common Stock pursuant to the CVC Exchange in order
to remain in compliance with certain regulatory requirements. The Common Stock
of TCI owned by TFX Equities, Inc., an affiliate of Teleflex Incorporated
("Teleflex"), will remain outstanding as a 4.3% minority interest in TCI. The
exchange ratios for the Preferred Stock and the JSDs will be adjusted to give
effect to the accumulation of dividends on the Preferred Stock and the accrual
of interest on the JSDs, respectively, to the date of the exchange and to give
effect to the actual initial public offering price of the Common Stock. The
outstanding shares of Common Stock and Class D Common Stock are collectively
referred to herein as the "Shares." The Common Stock Conversion, the Preferred
Stock Conversion, the JSD Conversion and the TCI Conversion are collectively
referred to herein as the "Conversions."
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Company..................... 2,500,000 shares
Shares to be outstanding after this offering............ 9,526,873 shares(1)(2)(3)
Use of Proceeds......................................... To repay certain indebtedness of
the Company and for working
capital and general corporate
purposes. See "Use of Proceeds."
Proposed New York Stock Exchange ("NYSE") symbol........ TGI
</TABLE>
- --------------
(1) Excludes 650,000 shares of Common Stock issuable upon exercise of an
outstanding warrant held by an affiliate of CVC (the "Warrant"). See
"Historical Background" and "Certain Transactions."
(2) Includes 125,000 shares to be sold pursuant to the Direct Sale and 4,273,519
shares of Class D Common Stock held by CVC Investors and convertible at
their option into an equal number of shares of Common Stock.
(3) Shares outstanding after this offering will be subject to adjustment to the
actual date of consummation of the Preferred Stock Conversion, the JSD
Conversion and the CVC Exchange to give effect to changes to the exchange
ratio of the Preferred Stock for accumulation of dividends on the Preferred
Stock and the exchange ratio of the JSDs for accrual of interest to the date
of the exchanges and the actual initial public offering price. See
"Principal Stockholders."
6
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL YEARS ENDED MARCH 31, THREE MONTHS ENDED JUNE 30,
TEN MONTHS ------------------------------------- -------------------------------------
ENDED MARCH 31, PRO FORMA PRO FORMA
1994 1995 1996(1) 1996(2) 1995 1996(1) 1996(2)
--------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
AVIATION GROUP
Net sales.................... $ 57,257 $ 70,714 $ 100,166 $ 143,560 $ 21,301 $ 35,535 $ 41,750
Group operating income,
before corporate
expense(3).................. 9,138 8,778 14,095 23,312 2,765 5,948 7,384
METALS GROUP
Net sales.................... 72,738 93,451 86,608 86,608 21,073 19,649 19,649
Group operating income,
before corporate
expense(3).................. 5,376 6,379 4,638 4,638 1,140 516 516
Combined operating income,
before corporate expense...... 14,514 15,157 18,733 27,950 3,905 6,464 7,900
Corporate expense(4)........... 1,573 1,606 2,522 2,522 604 1,117 1,117
--------------- ----------- ----------- ----------- ----------- ----------- -----------
Operating income............... 12,941 13,551 16,211 25,428 3,301 5,347 6,783
Interest expense............... 4,908 6,589 7,318 8,082 1,600 2,286 1,797
--------------- ----------- ----------- ----------- ----------- ----------- -----------
Income from continuing
operations, before income
taxes......................... 8,033 6,962 8,893 17,346 1,701 3,061 4,986
--------------- ----------- ----------- ----------- ----------- ----------- -----------
--------------- ----------- ----------- ----------- ----------- ----------- -----------
Income from continuing
operations.................... 4,908 4,364 5,194 10,279 1,014 1,809 2,970
Income (loss) from discontinued
operations(5)................. (462) (2,852) 4,496 4,496 109 -- --
--------------- ----------- ----------- ----------- ----------- ----------- -----------
Net income..................... $ 4,446 $ 1,512 $ 9,690 $ 14,775 $ 1,123 $ 1,809 $ 2,970
--------------- ----------- ----------- ----------- ----------- ----------- -----------
--------------- ----------- ----------- ----------- ----------- ----------- -----------
Earnings per share:
Income from continuing
operations.................. $ 0.73(6) $ 0.67(6) $ 0.78(6) $ 1.37(7) $ 0.16(6) $ 0.27(6) $ 0.40(7)
--------------- ----------- ----------- ----------- ----------- ----------- -----------
--------------- ----------- ----------- ----------- ----------- ----------- -----------
Shares used in computing
income from continuing
operations.................. 7,219(6) 7,360(6) 7,518(6) 7,518(7) 7,397(6) 7,505(6) 7,505(7)
--------------- ----------- ----------- ----------- ----------- ----------- -----------
--------------- ----------- ----------- ----------- ----------- ----------- -----------
Pro forma income from
continuing operations, as
adjusted(8)................. $ 1.18 $ 0.33
----------- -----------
----------- -----------
Pro forma shares used in
computing income from
continuing operations, as
adjusted(8)................. 10,143 10,130
----------- -----------
----------- -----------
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, 1996
--------------------------------------------
PRO FORMA
ACTUAL PRO FORMA(9) AS ADJUSTED(9)(10)
--------- ------------- ------------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital....................................................... $ 49,608 $ 54,662 $ 55,881
Total assets.......................................................... 142,297 162,812 164,031
Long-term debt, including current portion............................. 81,467 87,738 50,947
Redeemable preferred stock............................................ 2,854 -- --
Total common stockholders' equity..................................... 16,667 28,451 66,461
</TABLE>
- ------------------
(1) The fiscal year ended March 31, 1996 includes the operating results of TCI
and Air Lab, Inc. ("Air Lab") since the dates of acquisition, January 1,
1996 and October 2, 1995, respectively. Additionally, these entities are
included in the results of operations for the three months ended June 30,
1996. The combined operations of TCI and Air Lab contributed $11.0 million
and $12.2 million, respectively, to the aviation group's net sales and $2.3
million and $2.8 million, respectively, to the aviation group's operating
income, before corporate expense, for the fiscal year ended March 31, 1996
and the three months ended June 30, 1996, respectively.
7
<PAGE>
(2) Represents historical data adjusted to reflect (i) the acquisitions of TCI
(acquired on January 1, 1996), Advanced Materials Technologies Inc. ("AMTI")
(acquired on July 31, 1996) and Air Lab (acquired on October 2, 1995) (the
"Acquisitions"), (ii) the refinancing of a portion of the Company's
long-term debt (consummated on July 19, 1996), (iii) the Conversions, and
(iv) the CVC Exchange as if they occurred on April 1, 1995. See Notes to the
Unaudited Condensed Consolidated Pro Forma Financial Statements for
information concerning the adjustments to arrive at the pro forma amounts
presented herein.
(3) Operating income, before corporate expense, is presented by group to assist
the investor in evaluating each of the group's results of operations before
financing and corporate expenses.
(4) Corporate expenses primarily consist of compensation, rent and general
costs related to the operation of the Company's corporate office and other
general expenses of the Company including professional fees.
(5) Represents the results of operations of Quality Park Products, Inc. which
was sold by the Company on March 31, 1996. See Note 4 of the Company's
Consolidated Financial Statements.
(6) Earnings per share information represents the Company's per share data and
weighted average shares of Common Stock outstanding restated to give effect
to the 65-for-one stock split to be effected immediately prior to this
offering, the dilutive effects of the Warrant and stock issued during the
period commencing 12 months prior to the initial filing of the proposed
initial public offering at prices below the anticipated public offering
price, the Conversions, the CVC Exchange and an adjustment for the interest
on the JSDs net of tax expense. Income from continuing operations represents
the amounts reflected in the Company's Consolidated Financial Statements.
Primary and fully diluted earnings per share are the same. See Note 2 to the
Company's Consolidated Financial Statements.
(7) Pro forma earnings per share represents the Company's pro forma income from
continuing operations and historical weighted average shares outstanding
restated to give effect to the 65-for-one stock split to be effected
immediately prior to this offering, the dilutive effects of the Warrant and
stock issued during the period commencing 12 months prior to the initial
filing of the proposed initial public offering at prices below the
anticipated public offering price, the Conversions and the CVC Exchange. See
Notes to the Unaudited Condensed Consolidated Pro Forma Financial
Statements.
(8) Pro forma earnings per share, as adjusted, represents the Company's pro
forma earnings per share adjusted to give effect to the sale of shares of
Common Stock offered by the Company pursuant to this offering and the
application of the net proceeds therefrom (at an assumed initial public
offering price of $16.00 per share, less underwriting discounts and
commissions and estimated offering expenses payable by the Company) and
pursuant to the Direct Sale and the application of the proceeds therefrom to
reduce the Company's long-term borrowings. See Note 12 to the Unaudited
Condensed Consolidated Pro Forma Financial Statements for information
concerning the computation of pro forma as adjusted earnings per share. See
also "Use of Proceeds," "Capitalization" and "Dividend Policy."
(9) Adjusted to give effect to the acquisition of AMTI, the refinancing of a
portion of the Company's long-term debt, the Conversions and the CVC
Exchange as if they occurred on June 30, 1996. See Notes to the Unaudited
Condensed Consolidated Pro Forma Financial Statements for information
concerning the adjustments to arrive at the pro forma amounts presented
herein.
(10) Adjusted to give effect to the sale of shares of Common Stock offered by
the Company pursuant to this offering and the application of the net
proceeds thereof (at an assumed initial public offering price of $16.00 per
share, less underwriting discounts and commissions and estimated offering
expenses payable by the Company) and pursuant to the Direct Sale and the
application of the proceeds therefrom as set forth in "Use of Proceeds" and
"Capitalization."
8
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE SHARES
OF COMMON STOCK OFFERED BY THIS PROSPECTUS.
DEPENDENCE ON AVIATION INDUSTRY. A substantial percentage of the Company's
gross profit and operating income is derived from its aviation group. The
Company's aviation operations are focused on designing, engineering and
manufacturing aircraft components on new aircraft and performing repair and
overhaul services on existing aircraft and aircraft components. Therefore, the
Company's business is directly affected by economic factors and other trends
that affect its customers in the aviation industry, including a possible
decrease in outsourcing by aircraft operators and OEMs or projected market
growth that may not materialize or be sustainable. When such economic and other
factors adversely affect the aviation industry, they tend to reduce the overall
customer demand for the Company's products and services, thereby decreasing the
Company's operating income. There can be no assurance that economic and other
factors that might affect the aviation industry will not have an adverse impact
on the Company's results of operations. See "Business -- Industry Overview and
Trends."
CAPITAL REQUIREMENTS AND INTEGRATION OF ACQUIRED BUSINESSES. A key element
of the Company's strategy has been, and continues to be, internal growth and
growth through the acquisition of additional companies engaged in the aviation
industry. In order to grow internally, the Company will be required to make
significant capital expenditures. The Company's ability to grow by acquisition
is dependent upon, and may be limited by, the availability of suitable
acquisition candidates and capital, and by restrictions contained in the
Company's revolving and term credit facility (the "Credit Facility") and its
other financing arrangements. In addition, growth by acquisition involves risks
that could adversely affect the Company's operating results, including
difficulties in integrating the operations and personnel of acquired companies,
the potential amortization of acquired intangible assets and the potential loss
of key employees of acquired companies. There can be no assurance that the
Company will be able to obtain the capital necessary to pursue its internal
growth and acquisition strategy, consummate acquisitions on satisfactory terms
or, if any such acquisitions are consummated, satisfactorily integrate such
acquired businesses into the Company. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and "Business -- Company Strategy."
COMPETITION. There are numerous competitors of the Company in both the
aviation services and metals processing and distribution industries. Competition
in the aviation industry comes from three primary sources: major commercial
airlines, many of which operate their own maintenance and overhaul units; OEMs,
which manufacture, repair and overhaul their own components; and other
independent service companies. The Company's principal competitors in the metals
industry include national and regional steel mills, other steel service centers,
steel erection companies and pre-engineered building manufacturers. Certain of
the Company's competitors in both aviation and metals have substantially greater
financial and other resources than the Company. There can be no assurance that
competitive pressures in either industry will not materially and adversely
affect the Company's business, financial condition or results of operations. See
"Business -- Competition."
GOVERNMENT REGULATION AND INDUSTRY OVERSIGHT. The aviation industry is
highly regulated in the United States by the FAA and in other countries by
similar agencies. The Company must be certified by the FAA and, in some cases,
by individual OEMs in order to engineer and service parts and components used in
specific aircraft models. If material authorizations or approvals were revoked
or suspended, the operations of the Company would be adversely affected. New and
more stringent government regulations may be adopted, or industry oversight
heightened, in the future and such new regulations, if enacted, or any industry
oversight, if heightened, may have an adverse impact on the Company. See
"Business -- Government Regulation."
FLUCTUATIONS IN OPERATING RESULTS. The Company's overall operating results
are affected by many factors, including the timing of orders from large
customers and the timing of expenditures to manufacture parts and purchase
inventory in anticipation of future sales of products and services. A large
portion of the Company's operating expenses are fixed. Because several operating
divisions and subsidiaries of
9
<PAGE>
the Company typically do not obtain long-term purchase orders or commitments
from their customers, they must anticipate the future volume of orders based
upon the historic purchasing patterns of their customers and upon their
discussions with customers as to their future requirements. Cancellations,
reductions or delays in orders by a customer or group of customers could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
DEPENDENCE OF CERTAIN BUSINESSES ON KEY CUSTOMERS. Although no individual
customer directly accounted for more than 5% of the Company's combined net sales
during the last three years, certain of the Company's operating divisions and
subsidiaries have significant customers, the loss of whom could have a material
adverse effect on their businesses.
TECHNOLOGICAL DEVELOPMENTS. The aviation industry is constantly undergoing
development and change, and accordingly, it is likely that new products,
equipment and methods of repair and overhaul service will be introduced in the
future. In order to keep pace with any new developments, the Company may need to
expend significant capital to purchase new equipment and machines or to train
its employees in the new methods of production and service. There can be no
assurance that the Company will be successful in developing new products or that
such capital expenditures will not have a material adverse effect on the
Company.
RISKS REGARDING THE COMPANY'S INVENTORY. Certain of the Company's customers
require the Company to maintain and manage a supply of certain aircraft
components and other products in inventory. If this inventory is not used by the
Company, because the Company ceases to supply such customers with the related
products or services or because such components or other products become
obsolete, the Company will not realize any income to offset the expenses
incurred by the Company to acquire and maintain such inventory.
RELIANCE ON SKILLED PERSONNEL. From time to time certain of the Company's
operating divisions and subsidiaries have experienced difficulties in attracting
and retaining skilled personnel to design, engineer, manufacture or repair and
overhaul sophisticated aircraft components. The ability of the Company to
operate successfully could be jeopardized if the Company is unable to attract
and retain a sufficient number of skilled personnel.
EXISTENCE OF COLLECTIVE BARGAINING AGREEMENTS. Several of the Company's
subsidiaries are parties to collective bargaining agreements with labor unions,
of which one agreement will expire in the next six months and the remaining
agreements will expire over the next several years. In the aggregate, under
those agreements the Company currently employs approximately 200 full-time
employees, and from time to time employs up to an additional 150 temporary
employees for its steel erection business, all of whom are members of labor
unions. Currently, on a pro forma basis, approximately 15% of the Company's
permanent employees are represented by labor unions and approximately 21.9% of
the aviation group's revenues and 89.4% of the metals group's revenues are
derived from the operating divisions and subsidiaries a portion of whose
employees are unionized. The Company's inability to negotiate acceptable
contracts with these unions could result in strikes by the affected workers and
increased operating costs as a result of higher wages or benefits paid to union
members. If the unionized workers were to engage in a strike or other work
stoppage, or other employees were to become unionized, the Company could
experience a significant disruption of its operations and higher ongoing labor
costs, which could have an adverse effect on the Company's business and results
of operations. See "Business -- Employees."
CONTROL BY PRINCIPAL STOCKHOLDERS. Upon completion of this offering, CVC,
through the exercise of the Warrant held by an affiliate of CVC and the
conversion of shares of Class D Common Stock, will own or have the right to
acquire 53.2% of the outstanding Common Stock. The Company's executive officers
will own an aggregate of 6.6% of the outstanding Common Stock. After this
offering, if CVC and the Company's executive officers act together, they will be
able to control the election of a majority of the members of the Company's Board
of Directors and, therefore, to control the business, policies and affairs of
the Company. See "Principal Stockholders."
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<PAGE>
PRODUCT LIABILITY; CLAIMS EXPOSURE. The Company's overall operations expose
it to potential liabilities for personal injury or death as a result of the
failure of an aircraft component that has been serviced by the Company, the
failure of an aircraft component designed or manufactured by the Company or the
irregularity of metal products processed or distributed by the Company. While
the Company believes that its liability insurance is adequate to protect it from
such liabilities and while no material claims have been made against the
Company, no assurance can be given that claims will not arise in the future or
that such insurance coverage will be adequate. Additionally, there can be no
assurance that insurance coverage can be maintained in the future at an
acceptable cost. Any such liability not covered by insurance or for which third
party indemnification is not available could have a material adverse effect on
the financial condition of the Company. See "Business -- Legal Proceedings."
POTENTIAL EXPOSURE TO ENVIRONMENTAL LIABILITIES. The Company's business
operations and facilities are subject to a number of federal, state and local
environmental laws and regulations. Although management believes that the
Company's operations and facilities are in material compliance with such laws
and regulations, there can be no assurance that future changes in such laws,
regulations or interpretations thereof or the nature of the Company's operations
will not require the Company to make significant additional capital expenditures
to ensure compliance in the future. Certain Company facilities are currently the
subject of environmental remediation activities, the cost of which is subject to
indemnification provided by Alco in connection with the acquisition by the
Company of certain of the businesses of Alco. See "Historical Background." One
of these facilities is connected with a site included on the National Priorities
List of Superfund sites maintained by the Environmental Protection Agency (the
"EPA"). Another of these facilities is located on a site included in EPA's
database of potential Superfund sites. The Alco indemnification covers both (i)
the costs and claims associated with all of these environmental remediation
activities and liabilities, and (ii) the costs of unidentified environmental
liabilities that arise from conditions or activities existing at facilities
acquired from Alco prior to their acquisition from Alco and that are identified
before July 22, 2000. For a more detailed description of the Alco
indemnification, see "Business -- Environmental Matters." Another of the
Company's facilities leased from Teleflex is located on a site placed on the
EPA's National Priorities List prior to its acquisition by the Company, and is
subject to indemnification provided by Teleflex for environmental liabilities
arising from activities or conditions existing at this facility prior to the
Company's acquisition. The Company does not maintain environmental liability
insurance, and if the Company were required to pay the expenses related to these
environmental liabilities, such expenses could have a material adverse effect on
the Company. See "Business -- Environmental Matters."
NO PRIOR PUBLIC MARKET; DETERMINATION OF OFFERING PRICE. Prior to this
offering, there has been no public market for the Common Stock of the Company.
The initial public offering price of the Common Stock will be determined in
negotiations among the Company and the representatives of the Underwriters (the
"Representatives"). See "Underwriting" for a discussion of the factors to be
considered in determining the initial public offering price. There can be no
assurance that an active trading market will develop or be sustained following
this offering. The stock market has experienced from time to time significant
price and volume fluctuations.
CERTAIN PROVISIONS RELATING TO CHANGES IN CONTROL. The Company's
Certificate of Incorporation, as amended, and Bylaws contain provisions,
including cumulative voting, that may have the effect of discouraging certain
transactions involving an actual or threatened change of control of the Company.
In addition, the Board of Directors of the Company has the authority to issue up
to 250,000 shares of Preferred Stock in one or more series in connection with
the purchase by the Company of the assets or stock of another corporation or the
merger of the Company with or into another corporation, and to fix the
preferences, rights and limitations of any such series without stockholder
approval. See "Description of Capital Stock" for a description of these
provisions. Cumulative voting and the ability to issue Preferred Stock could
have the effect of discouraging unsolicited acquisition proposals or making it
more difficult for a third party to gain control of the Company, or otherwise
could adversely affect the market price of the Common Stock.
11
<PAGE>
DILUTION. Investors in this offering will experience immediate and
substantial dilution in the net tangible book value of the shares of Common
Stock purchased in this offering. At an assumed initial public offering price of
$16.00 per share, new investors will experience dilution in net tangible book
value per share of $11.58. See "Dilution."
SHARES ELIGIBLE FOR FUTURE SALE. As of the date of this Prospectus, in
addition to the 2,500,000 shares of Common Stock offered pursuant to this
offering, 791,832 restricted shares of Common Stock and 220,770 restricted
shares of Class D Common Stock upon conversion to Common Stock, held by current
stockholders, will be eligible for sale pursuant to Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), beginning 90 days
after the date of this Prospectus. 125,000 shares of Common Stock to be sold
pursuant to the Direct Sale, 1,688,958 shares of Common Stock held by
affiliates, 147,564 shares of Common Stock held less than two years by
non-affiliates and 4,052,749 shares of Class D Common Stock held by affiliates
are restricted securities under Rule 144 and will not be eligible for sale
pursuant to Rule 144 beginning 90 days after the date of this Prospectus. Sales
of a substantial number of shares of Common Stock in the public market following
the date of this Prospectus could adversely affect the market price for the
Common Stock. The Company and its executive officers, directors and all of its
stockholders, who beneficially own 6,901,873 shares in the aggregate, have
agreed not to offer, sell, contract to sell, or otherwise dispose of, any shares
of Common Stock or any securities convertible into, or exercisable or
exchangeable for, shares of Common Stock, for a period of 180 days after the
date of this Prospectus without the prior written consent of Alex. Brown & Sons
Incorporated. The Company also has granted the Warrant. Shares issued upon
exercise of the Warrant will be restricted securities under Rule 144. Shares
issued upon exercise of the Warrant will be subject to the 180-day lock-up
agreement. Additionally, CVC and its affiliates ("CVC Affiliates") owning an
aggregate of 970,692 shares of Common Stock and 4,273,519 shares of Class D
Common Stock (upon conversion into Common Stock), all of whom are subject to the
180-day lock-up agreements, have the right to demand two registrations of their
shares of Common Stock under the Securities Act on Form S-1 at the Company's
expense and an unlimited number of registrations at the expense of the CVC
Affiliates. The holder of the Warrant has the right to demand one registration
at the Company's expense. Both the CVC Affiliates and the holder of the Warrant
have the right to demand an unlimited number of registrations on Form S-3 at the
Company's expense. In addition, the CVC Affiliates, the holder of the Warrant
and certain members of management of the Company have the right, subject to
certain limitations, to have their shares of Common Stock included in future
registered public offerings of securities of the Company at its expense. See
"Shares Eligible for Future Sale."
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<PAGE>
HISTORICAL BACKGROUND
The Company was formed by members of management and CVC to acquire certain
businesses and assets from Alco in the Acquisition. In connection with the
Acquisition, 19 members of management contributed capital in the aggregate
amount of approximately $1.1 million and CVC, an institutional investor,
contributed capital in the aggregate amount of approximately $6.9 million. On
the date of this Prospectus, assuming a public offering price of $16.00 per
share and conversion of the outstanding securities in accordance with the
recapitalization of the Company, the securities of these members of management
and CVC and its affiliates will be valued at $22.7 million and $86.6 million,
respectively. The Board of Directors has not declared or paid dividends on the
Company's outstanding classes of common stock since the Acquisition. See
"Certain Transactions" and "Direct Sale" for a description of transactions
between the Company and certain members of management or CVC and its affiliates.
In July 1993, the Company acquired substantially all of the assets relating
to Alco's aviation, metals processing and paper converting businesses for an
aggregate purchase price of approximately $115.5 million, including a
subordinated promissory note in the aggregate principal amount of $13.5 million
(the "Alco Note"). See "Certain Transactions." For further information regarding
the Acquisition, see Note 1 to the Company's Consolidated Financial Statements.
The businesses acquired from Alco as part of the Acquisition included a
major portion of the Company's aviation operations and its entire metals
operations, as well as Quality Park Products, Inc. ("Quality Park"), a paper
converting business. Following the Acquisition, the Company determined to focus
its efforts on its core businesses and, after restructuring, sold Quality Park
in March 1996 to Mail-Well I Corporation ("Mail-Well") for approximately $27.4
million in cash, and the assumption by Mail-Well of certain liabilities.
As part of the Company's strategy to grow its aviation businesses, the
Company has completed three material acquisitions since the Acquisition:
In October 1995, the Company acquired substantially all of the assets,
including the name, and assumed certain liabilities of, Air Lab, Inc. ("Air
Lab"), for aggregate consideration of approximately $2.2 million, plus
additional amounts to be paid through the year 2000, as consideration for a
non-competition agreement entered into by the seller and certain of its
stockholders and as consideration for a consulting agreement entered into by the
seller to provide marketing and advisory services. Air Lab services instruments
and avionics for the commercial aviation industry.
In January 1996, the Company acquired all of the assets and assumed certain
of the liabilities of TCI, formerly a division of Teleflex, for aggregate
consideration of approximately $36.5 million, including a 10.5% subordinated
promissory note in the principal amount of $5.5 million (the "Teleflex Note").
The Company also assumed liabilities and incurred transaction related costs
totalling $3.6 million. TCI also sold shares of Common Stock of TCI,
representing a 10% minority interest in TCI (convertible to the Company's Common
Stock at the Company's option), and 10.5% JSDs in an aggregate principal amount
of $800,000 to an affiliate of Teleflex in payment of a financing fee and to
certain members of management of TCI in consideration for cash and
confidentiality and non-competition agreements. As part of the acquisition, the
Company also granted to the president of TCI a purchase option to purchase
shares of Class A Common Stock which will be exchanged into 19,500 shares of
Common Stock at an exercise price of $1.87 per share and issued 14% JSDs which
will be exchanged into 1,816 shares of Common Stock at the JSD Exchange Ratio.
This purchase option was exercised on September 17, 1996. TCI manufactures and
services mechanical and electromechanical controls for various end users,
primarily in the aviation industry.
In July 1996, the Company purchased all of the outstanding capital stock of
Advanced Materials Technologies, Inc. ("AMTI"). The aggregate consideration for
the AMTI acquisition was approximately $7.5 million in cash paid at closing plus
a total of approximately $3.7 million to be paid through the year 2002 as
consideration for a confidentiality and non-competition agreement entered into
by one of the former owners of AMTI. In addition, the Company assumed certain
liabilities and incurred transaction
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<PAGE>
related costs totalling $9.6 million. The Company also purchased for
approximately $0.5 million certain real estate leased to AMTI by its principal
stockholder and granted to such stockholder a purchase option to purchase shares
of Class A Common Stock which will be exchanged into 13,000 shares of Common
Stock at an exercise price of $1.87 per share and issued 14% JSDs which will be
exchanged into 1,211 shares of Common Stock at the JSD Exchange Ratio. This
purchase option was exercised on August 30, 1996. As part of the acquisition,
the Company also acquired AMTI's wholly owned subsidiary, Special Processes of
Arizona, Inc. ("SPOA"). AMTI engages in the repair and manufacture of components
for APUs and gas turbine engines. SPOA engages in the production and application
of plasma coating used primarily by the aviation industry.
For additional information regarding the Company's acquisitions, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Note 3 and Note 17 to the Company's Consolidated Financial
Statements.
USE OF PROCEEDS
The net proceeds from the sale of the 2,500,000 shares of Common Stock
offered pursuant to this offering and the 125,000 shares to be sold pursuant to
the Direct Sale are estimated to be approximately $38.0 million ($43.6 million
if the Underwriters exercise their over-allotment option in full), assuming an
initial public offering price per share of $16.00 (less underwriting discounts
and commissions and estimated offering expenses payable by the Company). The
Company intends to use a portion of the net proceeds of this offering to repay
$5.5 million of the Alco Note. The principal amount of the Alco Note is $13.5
million. The Alco Note matures in equal installments on June 1, 2002 and June 1,
2003, bears interest at the rate of 10% per annum and may be repaid in whole or
in part at any time without penalty. The remaining proceeds will be used to
repay the revolving credit facility, which matures on July 19, 2001, and bears
interest, at the option of the Company, at the fluctuating prime rate or LIBOR
plus applicable basis points. On September 24, 1996, an aggregate of
approximately $29.8 million was outstanding under the revolving credit facility,
$22.0 million of which was accruing interest at the LIBOR rate (plus applicable
basis points) of 6.81% per annum and $7.8 million of which was accruing interest
at the prime rate of 8.25% per annum. Amounts repaid on the revolving credit
facility may be reborrowed. The remainder of the net proceeds, if any, will be
used for working capital and other general corporate purposes. Pending such
uses, the net proceeds will be invested in short-term, interest-bearing
investments.
DIVIDEND POLICY
The Company has paid no dividends on its Common Stock. The Board of
Directors of the Company does not intend to declare any dividends on its Common
Stock in the foreseeable future. Rather, the Company intends, after consummation
of this offering, to retain its earnings, if any, for use in the operation of
its business. The Common Stock and the Class D Common Stock will be treated the
same with respect to any dividends declared by the Board of Directors.
Furthermore, the Company's ability to declare or pay dividends on its Common
Stock is limited by the terms of the Credit Facility and other financing
arrangements. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."
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<PAGE>
CAPITALIZATION
The following table sets forth the long-term debt and stockholders' equity
of the Company and its subsidiaries as of June 30, 1996: (i) on an actual basis,
giving effect to the Stock Split; (ii) on a pro forma basis; and (iii) on a pro
forma as adjusted basis. Pro forma amounts give effect to: (a) the acquisition
of AMTI which occurred on July 31, 1996; (b) the refinancing of the Company's
debt by the Credit Facility which occured on July 19, 1996; (c) the Conversions;
and (d) the CVC Exchange. The pro forma amounts as adjusted give effect to the
pro forma adjustments described herein and the sale by the Company of 2,500,000
shares of Common Stock in this offering (at an assumed initial public offering
price of $16.00, less underwriting discounts and commissions and estimated
offering expenses payable by the Company) and the sale of 125,000 shares of
Common Stock pursuant to the Direct Sale (at the price to the public less
underwriting discounts and commissions) and the application of the net proceeds
therefrom as described under "Use of Proceeds." This table should be read in
conjunction with the Company's Unaudited Condensed Consolidated Pro Forma
Financial Statements and the Notes thereto and the Company's Consolidated
Financial Statements and the Notes thereto included elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
JUNE 30, 1996
--------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C>
Long-term debt (including current portion):
Revolving credit facility............................................... $ 9,109 $ 31,291 $ --
Senior term loans....................................................... 27,598 35,000 35,000
11% senior subordinated note............................................ 14,900 -- --
10.5% subordinated note................................................. 5,793 5,793 5,793
10% subordinated note................................................... 13,500 13,500 8,000
10.5% junior subordinated promissory notes.............................. 835 359 359
14% junior subordinated promissory notes................................ 9,055 -- --
Other debt.............................................................. 677 1,795 1,795
----------- ----------- ------------
Total debt............................................................ 81,467 87,738 50,947
Redeemable Preferred Stock, 14% cumulative, $.01 par value, 30,575 shares
authorized and outstanding; none pro forma and pro forma as adjusted..... 2,854 -- --
Stockholders' equity:
Preferred Stock, $100 par value, 250,000 shares authorized, no shares
outstanding............................................................ -- -- --
Common Stock, $.001 par value:
Class A:
6,500,455 shares authorized; 1,300,000 shares issued; none pro forma
and pro forma as adjusted............................................ 1 -- --
Class B:
4,550,000 shares authorized and issued; none pro forma and pro forma
as adjusted.......................................................... 5 -- --
Class C:
455 shares authorized and issued; none pro forma and pro forma as
adjusted............................................................. -- -- --
Common Stock, $.001 par value, 15,000,000 shares authorized, 2,623,007
shares pro forma, 5,248,007 shares pro forma as adjusted(1)............ -- 3 5
Class D Common Stock, $.001 par value, 6,000,000 shares authorized,
4,245,731 shares pro forma, 4,245,731 shares pro forma as adjusted..... -- 4 4
Additional paid-in capital.............................................. 1,086 16,067 54,075
Cost of Class A Common Stock in treasury................................ (85) -- --
Retained earnings....................................................... 15,660 12,377 12,377
----------- ----------- ------------
Total common stockholders' equity..................................... 16,667 28,451 66,461
----------- ----------- ------------
Total capitalization................................................ $ 100,988 $ 116,189 $ 117,408
----------- ----------- ------------
----------- ----------- ------------
</TABLE>
- ------------------
(1) Excludes 650,000 shares of Common Stock issuable upon exercise of the
Warrant.
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<PAGE>
DILUTION
The pro forma net tangible book value of the Company's Common Stock as of
June 30, 1996 was $3,921,000 or approximately $0.57 per share. Pro forma net
tangible book value per share represents the amount of the tangible assets of
the Company less intangible assets and total liabilities, divided by 6,868,738
shares of Common Stock outstanding. For purposes hereof, pro forma net tangible
book value and the number of shares of Common Stock outstanding assume the
consummation of the Stock Split, the Conversions, the CVC Exchange and the
conversion by CVC of all shares of Class D Common Stock into shares of Common
Stock on June 30, 1996. See also Unaudited Condensed Consolidated Pro Forma
Financial Statements.
Pro forma net tangible book value dilution per share represents the
difference between the amount per share paid by purchasers of Common Stock in
this offering and the pro forma net tangible book value per share of Common
Stock immediately after completion of this offering. After giving effect to the
sale of 2,500,000 shares of Common Stock in this offering (at an assumed initial
public offering price of $16.00 per share, less underwriting discounts and
commissions and estimated offering expenses payable by the Company) and the sale
of 125,000 shares of Common Stock in the Direct Sale (at the price to the public
less underwriting discounts and commissions) and application of the net proceeds
therefrom, the pro forma net tangible book value of the Company at June 30, 1996
would have been $41,931,000 or $4.42 per share. This represents an immediate
increase in pro forma net tangible book value of $3.75 per share to existing
stockholders and an immediate dilution in pro forma net tangible book value of
$11.75 per share to purchasers of Common Stock in this offering.
The following table illustrates the dilution in pro forma net tangible book
value per share:
<TABLE>
<S> <C> <C>
Assumed public offering price per share..................................... $ 16.00
Pro forma net tangible book value per share at June 30, 1996.............. $ 0.57
Increase per share attributable to new investors.......................... 3.85
---------
Pro forma net tangible book value per share after this offering............. 4.42
---------
Pro forma net tangible book value dilution per share to new investors....... $ 11.58
---------
---------
</TABLE>
The following table sets forth on a pro forma basis as of June 30, 1996,
assuming the consummation of the Conversions, the CVC Exchange and the
conversion by CVC of all shares of Class D Common Stock into shares of Common
Stock, the difference between the existing stockholders and new investors in
this offering (at an assumed initial public offering price of $16.00 per share)
with respect to the number of shares of Common Stock purchased from the Company,
the total consideration paid and the average price per share:
<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
----------------------- -------------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- ---------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders......................... 6,868,738 72.4% $ 15,297,000 26.8% $ 2.23
Direct Sale Investors......................... 125,000 1.3 1,860,000 3.2% 14.88
New investors................................. 2,500,000 26.3% 40,000,000 70.0% 16.00
----------- --------------
Total..................................... 9,493,738 100.0% $ 57,157,000 100.0%
----------- --------------
----------- --------------
</TABLE>
The foregoing computations do not assume exercise of the Warrant to purchase
650,000 shares at an aggregate exercise price of $100.00. To the extent that
shares of Common Stock are issued upon exercise of the Warrant, the effect would
be to increase the pro forma dilution to new investors to $11.87 per share from
$11.58 per share. See "Historical Background."
16
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The following selected historical financial data for the ten months ended
March 31, 1994 and for each of the two years in the period ended March 31, 1996
are derived from the audited consolidated financial statements of Triumph Group,
Inc. and should be read in conjunction with the Consolidated Financial
Statements and related Notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations included elsewhere in this
Prospectus. The selected financial data for each of the three month periods
ended June 30, 1995 and 1996 are derived from the unaudited interim financial
statements included elsewhere herein. The unaudited interim financial statements
include all adjustments, consisting of normal recurring accruals, which the
Company considers necessary for a fair presentation of the financial position
and results of operations for these periods. Operating results for the three
months ended June 30, 1996 are not necessarily indicative of the results that
may be expected for the entire year ended March 31, 1997.
<TABLE>
<CAPTION>
PREDECESSOR COMPANY TRIUMPH GROUP, INC.
--------------------------------- -------------------------------------------------------
EIGHT
MONTHS TEN MONTHS
YEARS ENDED ENDED ENDED YEARS ENDED MARCH THREE MONTHS ENDED
SEPTEMBER 30, MAY 31, MARCH 31, 31, JUNE 30,
-------------------- ----------- ----------- -------------------- --------------------
1991(1) 1992(1) 1993(1) 1994 1995 1996(2) 1995 1996(2)
--------- --------- ----------- ----------- --------- --------- --------- ---------
HISTORICAL OPERATING DATA:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AVIATION GROUP
Net sales...................... $ 87,304 $ 76,346 $ 46,517 $ 57,257 $ 70,714 $ 100,166 $ 21,301 $ 35,535
Cost of products sold.......... 60,116 55,254 34,568 39,941 51,395 70,643 15,494 23,286
--------- --------- ----------- ----------- --------- --------- --------- ---------
Gross profit................... 27,188 21,092 11,949 17,316 19,319 29,523 5,807 12,249
Selling, general and
administrative................ 9,541 9,161 5,830 6,799 8,761 12,915 2,554 5,276
Depreciation and
amortization.................. 2,114 2,060 1,413 1,379 1,780 2,513 488 1,025
--------- --------- ----------- ----------- --------- --------- --------- ---------
Operating income, before
corporate expense(3).......... 15,533 9,871 4,706 9,138 8,778 14,095 2,765 5,948
METALS GROUP
Net sales...................... 78,020 78,258 57,216 72,738 93,451 86,608 21,073 19,649
Cost of products sold.......... 60,813 60,178 45,293 57,154 74,441 69,097 16,584 15,860
--------- --------- ----------- ----------- --------- --------- --------- ---------
Gross profit................... 17,207 18,080 11,923 15,584 19,010 17,511 4,489 3,789
Selling, general and
administrative................ 10,990 10,741 7,704 9,614 11,715 11,874 3,122 3,046
Depreciation and
amortization.................. 738 832 658 594 916 999 227 227
--------- --------- ----------- ----------- --------- --------- --------- ---------
Operating income, before
corporate expense(3).......... 5,479 6,507 3,561 5,376 6,379 4,638 1,140 516
--------- --------- ----------- ----------- --------- --------- --------- ---------
Combined operating income,
before corporate expense...... $ 21,012 $ 16,378 $ 8,267 14,514 15,157 18,733 3,905 6,464
--------- --------- -----------
--------- --------- -----------
Corporate expense(4)........... 1,573 1,606 2,522 604 1,117
Interest expense............... 4,908 6,589 7,318 1,600 2,286
----------- --------- --------- --------- ---------
Income from continuing
operations, before income
taxes......................... 8,033 6,962 8,893 1,701 3,061
Income tax expense............. 3,125 2,598 3,699 687 1,252
----------- --------- --------- --------- ---------
Income from continuing
operations.................... 4,908 4,364 5,194 1,014 1,809
Income (loss) from discontinued
operations.................... (462) (2,852) 4,496 109 --
----------- --------- --------- --------- ---------
Net income..................... $ 4,446 $ 1,512 $ 9,690 $ 1,123 $ 1,809
----------- --------- --------- --------- ---------
----------- --------- --------- --------- ---------
Earning per share(5):
Income from continuing
operations(5)................. $ 0.73 $ 0.67 $ 0.78 $ 0.16 $ 0.27
Shares used in computing
earnings per share(5)......... 7,219 7,360 7,518 7,397 7,505
<CAPTION>
SEPTEMBER 30, MAY 31, MARCH 31, JUNE 30,
-------------------- ----------- --------------------------------- --------------------
1991 1992 1993 1994 1995 1996 1995 1996
--------- --------- ----------- ----------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital................ $ 30,766 $ 32,360 $ 33,296 $ 49,152 $ 39,609 $ 60,379 $ 38,055 $ 49,608
Total assets................... 152,153 154,343 152,761 104,905 111,386 161,406 95,548 142,297
Long-term debt, including
current portion............... 64,690 64,477 69,013 74,403 71,738 98,769 82,202 81,467
Redeemable preferred stock..... -- -- -- 1,423 1,912 2,652 2,057 2,854
Total common stockholders'
equity........................ 61,037 69,283 63,398 5,080 6,094 15,065 7,093 16,667
</TABLE>
17
<PAGE>
- ------------------
(1) Financial information related to the years ended September 30, 1991 and
1992 and the eight month period ended May 31, 1993 is unaudited and
represents operating results for the divisions and subsidiaries of the
predecessor company which were purchased by the Company on June 1, 1993.
Information is provided through operating income to assist the investor in
evaluating the Company's historical operating trends. Financial information
after operating income is excluded as the information is not comparable to
subsequent periods because of the significantly changed corporate
organization and capital structure which resulted from the Acquisition.
(2) The fiscal year ended March 31, 1996 includes the operating results of TCI
and Air Lab since the dates of acquisition, January 1, 1996 and October 2,
1995, respectively. Additionally, these entities are included in the
results of operations for the three months ended June 30, 1996. The
combined operations of TCI and Air Lab contributed $11.0 million and $12.2
million to the aviation group's net sales and $2.3 million and $2.8 million
to the aviation group's operating income, before corporate expense, for the
fiscal year ended March 31, 1996 and the three months ended June 30, 1996,
respectively.
(3) Operating income, before corporate expense, is presented by group to assist
the investor in evaluating each of the group's results of operations before
financing and corporate expenses.
(4) Corporate expenses primarily consist of compensation, rent and general
costs related to the operation of the Company's corporate office and other
general expenses of the Company including professional fees.
(5) Earnings per share information represents the Company's per share data and
weighted average Common Stock outstanding restated to give effect to the
65-for-one stock split to be effected immediately prior to this offering,
the dilutive effects of the Warrant and stock issued during the period
commencing 12 months prior to the initial filing of the proposed initial
public offering at prices below the anticipated public offering price, the
Conversions and an adjustment for the interest on the JSDs net of tax
expense. Income from continuing operations represents the amounts reflected
in the Company's Consolidated Financial Statements. Primary and fully
diluted earnings per share are the same. See Note 2 to the Company's
Consolidated Financial Statements.
18
<PAGE>
SELECTED UNAUDITED PRO FORMA FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The unaudited pro forma operating data for the fiscal year ended March 31,
1996 and for the three months ended June 30, 1996 set forth herein give effect
to the Acquisitions, the refinancing of the Company's outstanding debt, the
Conversions and the CVC Exchange. The unaudited pro forma balance sheet data
gives effect to the transactions described above, except for the acquisitions of
Air Lab and TCI (which are included in the historical balances) as if such
transactions had occurred on June 30, 1996. The pro forma as adjusted amounts
also give effect to the offering.
The selected unaudited pro forma financial data should be read in
conjunction with the Unaudited Condensed Consolidated Pro Forma Financial
Statements and the related Notes thereto and the Consolidated Financial
Statements and the related Notes thereto appearing elsewhere herein. The
unaudited pro forma financial data are provided for informational purposes only
and do not purport to represent what the Company's financial position or results
of operations actually would have been had the transactions described therein
been completed as of the date or at the beginning of the periods indicated, or
to project the Company's financial position or results of operations at any
future date or for any future period.
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
MARCH 31, 1996 JUNE 30, 1996
--------------------------- --------------------------
HISTORICAL PRO FORMA(1) HISTORICAL PRO FORMA(1)
----------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
OPERATING DATA:
AVIATION GROUP
Net sales.............................................. $ 100,166 $ 143,560 $ 35,535 $ 41,750
Cost of products sold.................................. 70,643 94,936 23,286 26,890
----------- -------------- ----------- -------------
Gross profit........................................... 29,523 48,624 12,249 14,860
Selling, general, and administrative................... 12,915 20,004(2) 5,276 6,046
Depreciation and amortization.......................... 2,513 5,308(3) 1,025 1,430(3)
----------- -------------- ----------- -------------
Operating income, before corporate expense............. 14,095 23,312 5,948 7,384
METALS GROUP
Net sales.............................................. 86,608 86,608 19,649 19,649
Cost of products sold.................................. 69,097 69,097 15,860 15,860
----------- -------------- ----------- -------------
Gross profit........................................... 17,511 17,511 3,789 3,789
Selling, general, and administrative................... 11,874 11,874 3,046 3,046
Depreciation and amortization.......................... 999 999 227 227
----------- -------------- ----------- -------------
Operating income, before corporate expense............. 4,638 4,638 516 516
----------- -------------- ----------- -------------
Combined operating income, before corporate expense...... 18,733 27,950 6,464 7,900
Corporate expense(2)..................................... 2,522 2,522 1,117 1,117
Interest expense......................................... 7,318 8,082(4) 2,286 1,797(4)
----------- -------------- ----------- -------------
Income from continuing operations before income taxes.... 8,893 17,346 3,061 4,986
Income tax expense(5).................................... 3,699 7,067 1,252 2,016
----------- -------------- ----------- -------------
Income (loss) from continuing operations................. $ 5,194 $ 10,279 $ 1,809 $ 2,970
----------- -------------- ----------- -------------
----------- -------------- ----------- -------------
Income from continuing operations, per share(6).......... $ 0.78 $ 1.37 $ 0.27 $ 0.40
----------- -------------- ----------- -------------
----------- -------------- ----------- -------------
Shares used in computing earnings per share(6)........... 7,518 7,518 7,505 7,505
----------- -------------- ----------- -------------
----------- -------------- ----------- -------------
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, 1996
---------------------------------------------
PRO FORMA
HISTORICAL PRO FORMA(7) AS ADJUSTED(7)(8)
----------- ------------- -----------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.................................................... $ 49,608 $ 54,662 $ 55,881
Total assets....................................................... 142,297 162,812 164,031
Long term debt, including current portion.......................... 81,467 87,738 50,947
Redeemable preferred stock......................................... 2,854 -- --
Total common stockholders' equity.................................. 16,667 28,451 66,461
</TABLE>
19
<PAGE>
(1) Adjustments to arrive at pro forma amounts relate to the following
transactions:
(a) The Company made the following acquisitions during the past 12 months:
<TABLE>
<CAPTION>
AGGREGATE
BUSINESS DATE OF PURCHASE PURCHASE PRICE
- ---------------------------------------------------------- ----------------- ---------------
<S> <C> <C>
Air Lab................................................... 10/2/95 $ 3.4 million
TCI....................................................... 1/1/96 40.1 million
AMTI...................................................... 7/31/96 21.3 million
SPOA...................................................... (acquired by AMTI on 1/31/96)
</TABLE>
The pro forma results of operations adjustments are those necessary to
reflect the Company's income from continuing operations as if each
acquisition took place at the beginning of the period presented. The
results of operations of SPOA are included in the pro forma adjustments
for periods subsequent to the date of acquisition by AMTI only.
(b) On July 19, 1996, the Company entered into an unsecured five year credit
agreement for a $50.0 million revolving credit facility and a $35.0
million term loan. Proceeds from the new credit agreement were used to
retire the Company's existing revolving credit facility, senior term
loans and senior subordinated notes. The refinancing resulted in interest
savings which are reflected herein.
(c) In conjunction with this offering, the Company has elected to exchange a
portion of the common stock of TCI held by certain minority stockholders
(approximately 5% of the total outstanding) for 41,405 shares of Common
Stock of the Company. In addition, the Company intends to exchange its
JSDs plus accrued interest, and Preferred Stock at liquidation value plus
accumulated dividends, for shares of Common Stock at an assumed initial
public offering price of $16.00 per share (less underwriting discounts
and commissions and estimated offering expenses payable by the Company).
As a result of these exchanges 982,073 shares (as of June 30, 1996) of
the Company's stock will be issued to holders of the JSDs and the
Preferred Stock.
(2) Certain amounts, aggregating $3.5 million, were excluded from selling,
general and administrative expenses for the year ended March 31, 1996 as
they related to expenses incurred prior to the acquisitions which are
neither recurring nor indicative of future operations. Corporate expenses
primarily consist of compensation, rent and general costs related to the
operation of the Company's corporate office and other general expenses of
the Company including professional fees.
(3) Adjustments to depreciation and amortization expense reflect the following:
(i) additional depreciation expense in excess of historical amounts of $0.9
million and $0.1 million for the year ended March 31, 1996 and the three
months ended June 30, 1996, respectively, due to the write-up of property,
plant and equipment to estimated fair market value and (ii) amortization of
excess cost over net assets acquired (amortized over 25 years) and
amortization of other intangible assets acquired (amortized over a period of
six to 25 years) of $0.4 million and $0.8 million for the year ended March
31, 1996 and $18 thousand and $0.2 million, for the three months ended June
30, 1996.
(4) Adjustments to interest expense for the year ended March 31, 1996 and the
three months ended June 30, 1996 consist of increases of: (i) $3.2 million
and $0.3 million, respectively, for interest incurred under the Company's
revolving credit facilities used to finance the purchases and fund
operations of the acquired companies and amounts incurred pertaining to
actual borrowings under the senior term loans used to purchase the companies
at historical interest rates; (ii) $0.5 million for the fiscal year ended
March 31, 1996 for interest incurred related to the subordinated promissory
note and junior subordinated promissory notes arising as a result of the
Acquisitions (acquisition amounts are included in the historical results for
the quarter ended June 30, 1996); (iii) $0.1 million for fiscal year ended
March 31, 1996 for amortization of deferred financing costs, classified as
interest, pertaining to the Company's increase in senior term loans
outstanding as a result of the Acquisitions (acquisition amounts are
included in the historical results for the quarter ended June 30, 1996); and
(iv) $0.2 million and $0.1 million for the fiscal year ended March 31, 1996
and the three months ended June 30, 1996, respectively, incurred relating to
the interest cost associated with long-term covenants not-to-compete with
the previous owners of certain acquired companies, partially offset by
reductions in interest expense of $2.0 million and $0.5 million relating to
the refinancing described in (1)(b) above and $1.2 million and $0.3 million
relating to the elimination of interest as a result of the JSD Conversion
for the year ended March 31, 1996 and the three months ended June 30, 1996,
respectively.
(5) The tax provision arising from the pro forma adjustments (excluding the
portion of the Company's income attributable to the minority interest's
investment in TCI) is based on the Company's estimated tax rate of 40.0%.
(6) The calculation of shares used in computing income from continuing
operations per share include adjustments for the outstanding Warrant, stock
issued during the period commencing 12 months prior to the initial filing of
the proposed initial public offering at prices below the anticipated public
offering price, the Conversions and the CVC Exchange. The pro forma as
adjusted shares also include the issuance of 2,500,000 shares in connection
with this offering and 125,000 shares in connection with the Direct Sale.
See also Notes to the Unaudited Condensed Consolidated Pro Forma Financial
Statements and Note 2 to the Consolidated Financial Statements.
20
<PAGE>
(7) Adjustments to the pro forma balance sheet include adjustments to record the
purchase of AMTI as though it occurred on June 30, 1996, including the
write-up of fixed assets to estimated fair value and the recording of excess
of cost over net assets acquired and intangible assets acquired, as well as
the assumption of liabilities and debt used to finance the purchase. In
addition, adjustments are made to reflect the extraordinary loss of $1.5
million, net of a tax benefit of $1.0 million related to prepayment
penalties incurred and the write-off of deferred financing fees related to
the existing debt and the additional long-term debt assumed under the
refinancing. Adjustments also give effect to the Conversions and the CVC
Exchange. See Notes to Unaudited Condensed Consolidated Pro Forma Financial
Statements.
(8) Adjustments give effect to the sale of 2,500,000 shares of Common Stock at
an assumed initial public offering price of $16.00 per share (less
underwriting discounts and commissions and estimated offering expenses
payable by the Company) and the application of the net proceeds therefrom
and the sale of 125,000 shares of Common Stock in the Direct Sale and the
application of the proceeds therefrom to reduce long-term debt by $36.8
million and increase cash by $1.2 million.
21
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company's aviation group designs, engineers, manufactures or repairs and
overhauls aircraft components for commercial airlines and air cargo carriers, as
well as OEMs, on a worldwide basis. The Company's metals group manufactures,
machines, forges, processes and distributes metal products to customers in the
computer, construction, container, farm equipment and office furniture
industries, primarily within North America.
Net sales consist of sales of aircraft components and metal products, as
well as revenues derived from repairing and overhauling aircraft components. Net
sales are recorded when services are performed or when products are shipped,
except for long-term construction contracts entered into by the Company's metals
group, which are recorded on the percentage-of-completion method based on the
relationship between actual costs incurred and total estimated costs at
completion. Net sales from long-term construction contracts which are recorded
on the percentage-of-completion method approximated 12% and 11% of total net
sales in 1996 and 1995, respectively.
The metals group has recently experienced declining operating margins due to
weakened demand and lower selling prices for flat-rolled steel products,
increased competition for electrogalvanized products and losses associated with
certain major structural steel fabrication projects. In an effort to improve
operating performance in the metals group, the Company closed its metals
fabrication operations during the first quarter of fiscal 1997.
Operating costs consist primarily of cost of products sold, selling, general
and administrative expenses and depreciation and amortization. Selling, general
and administrative expenses consist primarily of compensation and related
benefits to certain administrative employees, marketing, communications and
professional fees.
The Company focuses its acquisition activities on companies engaged in the
aviation products and services industry. This group has historically provided,
and the Company believes that it will continue to provide, higher operating
margins than the metals group.
Within the past 12 months, the Company has completed three acquisitions of
aviation companies and has sold one of its subsidiaries not engaged in the
aviation or metals business.
The acquisition of TCI has been accounted for under the purchase method of
accounting and, accordingly, the operating results of TCI have been included for
the three months ended March 31, 1996.
The acquisition of Air Lab has been accounted for under the purchase method
of accounting and, accordingly, the operating results of Air Lab have been
included in consolidated operating results since October 2, 1995.
In July 1996, the Company acquired AMTI. The acquisition was accounted for
under the purchase method of accounting. The operating results of AMTI will be
included in consolidated operating results from July 31, 1996.
In March 1996, the Company sold substantially all of the assets of its paper
converting subsidiary, Quality Park, for approximately $27.4 million in cash,
and the assumption by the purchaser of certain liabilities.
22
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth the percentage relationships of expense items
to net sales.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
FISCAL YEAR ENDED
TEN MONTHS -------------------------- ----------------------
ENDED MARCH MARCH 31, MARCH 31, JUNE 30, JUNE 30,
31, 1994 1995 1996 1995 1996
------------- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Aviation Group
Net sales.......................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Operating costs:
Cost of products sold............................ 69.8% 72.7% 70.5% 72.7% 65.6%
Selling, general and administrative.............. 11.8% 12.4% 12.9% 12.0% 14.8%
Depreciation and amortization.................... 2.4% 2.5% 2.5% 2.3% 2.9%
----- ----- ----- ----- -----
Operating income, before corporate expenses........ 16.0% 12.4% 14.1% 13.0% 16.7%
Metals Group
Net sales.......................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Operating costs:
Cost of products sold............................ 78.6% 79.7% 79.8% 78.7% 80.7%
Selling, general and administrative.............. 13.2% 12.5% 13.7% 14.8% 15.5%
Depreciation and amortization.................... 0.8% 1.0% 1.1% 1.1% 1.2%
----- ----- ----- ----- -----
Operating income, before corporate expenses........ 7.4% 6.8% 5.4% 5.4% 2.6%
</TABLE>
THREE MONTHS ENDED JUNE 30, 1996 COMPARED TO THREE MONTHS ENDED JUNE 30, 1995
AVIATION GROUP
NET SALES. Net sales for the aviation group increased by $14.2 million, or
66.8%, to $35.5 million for the three months ended June 30, 1996 from $21.3
million for the three months ended June 30, 1995. This increase was primarily
due to the additional net sales generated by TCI and Air Lab, acquired in
January 1996 and October 1995, respectively, accounting for an aggregate of
$12.2 million of such increase. Net sales from the remaining operating divisions
and subsidiaries in the aviation group experienced a 9.5% increase due to higher
activity in the repair and overhaul markets and increased orders from OEMs.
COSTS OF PRODUCTS SOLD. Costs of products sold for the aviation group
increased by $7.8 million, or 50.3%, to $23.3 million for the three months ended
June 30, 1996 from $15.5 million for the three months ended June 30, 1995. Of
this increase, $7.1 million was associated with net sales generated by TCI and
Air Lab. The remaining operating divisions and subsidiaries experienced a 4.6%
increase in costs of products sold relating to increased sales volume.
GROSS PROFIT. Gross profit for the aviation group increased by $6.4
million, or 110.9%, to $12.2 million for the three months ended June 30, 1996
from $5.8 million for the three months ended June 30, 1995. Of this increase,
$5.1 million was a direct result of the net sales of TCI and Air Lab, while the
remaining operating divisions and subsidiaries experienced a $1.3 million
increase in gross profit on the higher sales volume. As a percentage of net
sales, gross profit for the aviation group was 34.5% and 27.3% of net sales for
the three months ended June 30, 1996 and June 30, 1995, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the aviation group increased by $2.7 million, or
106.6%, to $5.3 million for the three months ended June 30, 1996 from $2.6
million for the three months ended June 30, 1995. Of this increase, $2.3 million
of the increase was associated with the selling, general and administrative
costs (including costs for engineering personnel) of the acquired businesses,
TCI and Air Lab. The remaining $0.4 million increase was attributable to
compensation and wage increases, reserves for bad debts and increased insurance
costs.
23
<PAGE>
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
aviation group increased by $0.5 million, or 110.0%, to $1.0 million for the
three months ended June 30, 1996 from $0.5 million for the three months ended
June 30, 1995. This increase was primarily due to the assets acquired in
connection with the TCI and Air Lab acquisitions.
OPERATING INCOME. Operating income for the aviation group increased by $3.2
million, or 115.1%, to $5.9 million for the three months ended June 30, 1996
from $2.8 million for the three months ended June 30, 1995. This increase was
primarily due to the operating income generated by TCI and Air Lab, accounting
for $2.8 million of the increase. The balance of the increase is related to
incremental sales volume at the remaining operating divisions and subsidiaries.
As a percentage of net sales, operating income for the aviation group was 16.7%
and 13.0% of net sales for the three months ended June 30, 1996 and June 30,
1995, respectively.
METALS GROUP
NET SALES. Net sales for the metals group decreased by $1.4 million, or
6.8%, to $19.6 million for the three months ended June 30, 1996 from $21.1
million for the three months ended June 30, 1995. This decrease was primarily
due to weakened demand and lower selling prices for flat-rolled steel products
processed by the Company. In addition, the Company's electrogalvanized products
experienced greater competition from hot-dipped rolled steel products, primarily
for use in the container market.
COSTS OF PRODUCTS SOLD. Costs of products sold for the metals group
decreased by $0.7 million, or 4.4%, to $15.9 million for the three months ended
June 30, 1996 from $16.6 million for the three months ended June 30, 1995. This
decrease was primarily due to the decline in the cost of the primary raw
material used by the metals group, flat-rolled steel, and lower costs associated
with lower sales volume.
GROSS PROFIT. Gross profit for the metals group decreased by $0.7 million,
or 15.6%, to $3.8 million for the three months ended June 30, 1996 from $4.5
million for the three months ended June 30, 1995, due to the reasons discussed
above. As a percentage of net sales, gross profit for the metals group was 19.3%
and 21.3% of net sales for the three months ended June 30, 1996 and June 30,
1995, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the metals group decreased by $0.1 million, or 2.4%,
to $3.0 million for the three months ended June 30, 1996 from $3.1 million for
the three months ended June 30, 1995.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the metals
group was approximately $0.2 million for each of the three months ended June 30,
1996 and 1995, respectively.
OPERATING INCOME. Operating income for the metals group decreased by $0.6
million, or 54.7%, to $0.5 million for the three months ended June 30, 1996 from
$1.1 million for the three months ended June 30, 1995. Nonrecurring costs
associated with the permanent closure of the Company's fabrication operations
during the quarter ended June 30, 1996 also contributed to the decline in
operating income. As a percentage of net sales, operating income for the metals
group was 2.6% and 5.4% of net sales for the three months ended June 30, 1996
and June 30, 1995, respectively.
OVERALL RESULTS
CORPORATE EXPENSES. Corporate expenses, consisting primarily of salaries to
corporate officers and employees, travel and professional fees and expenses,
increased by $0.5 million, or 84.9%, to $1.1 million for the three months ended
June 30, 1996 from $0.6 million for the three months ended June 30, 1995. This
increase was primarily due to increased professional fees and expenses.
INTEREST EXPENSE. Interest expense increased by $0.7 million, or 42.9%, to
$2.3 million for the three months ended June 30, 1996 from $1.6 million for the
three months ended June 30, 1995. This increase was primarily due to increased
debt levels associated with the acquisitions of TCI and Air Lab, the cash
portions of which were financed by borrowings under the Company's credit
agreement.
INCOME TAX EXPENSE. The effective tax rate was 40.9% for the three months
ended June 30, 1996 and 40.4% for the three months ended June 30, 1995.
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INCOME FROM CONTINUING OPERATIONS. Income from continuing operations
increased by $0.8 million, or 78.4%, to $1.8 million for the three months ended
June 30, 1996 from $1.0 million for the three months ended June 30, 1995. This
increase was primarily due to the acquisitions of TCI and Air Lab and the
overall sales volume increases in the aviation group, partially offset by
reduced net sales in the metals group.
INCOME FROM DISCONTINUED OPERATIONS. Income from discontinued operations
associated with the Quality Park disposition was $0.1 million for the three
months ended June 30, 1995.
NET INCOME. Net income increased by $0.7 million, or 61.1%, to $1.8 million
for the three months ended June 30, 1996 from $1.1 million for the three months
ended June 30, 1995. This increase was primarily due to the acquisitions of TCI
and Air Lab and the overall sales volume increases in the aviation group,
partially offset by reduced net sales in the metals group. As a percentage of
net sales, net income was 3.3% and 2.7% of net sales for the three months ended
June 30, 1996 and June 30, 1995, respectively.
FISCAL YEAR ENDED MARCH 31, 1996 COMPARED TO FISCAL YEAR ENDED MARCH 31, 1995
AVIATION GROUP
NET SALES. Net sales for the aviation group increased by $29.5 million, or
41.6%, to $100.2 million for fiscal 1996 from $70.7 million for fiscal 1995.
This increase was primarily due to an $18.4 million increase in net sales for
the operating divisions and subsidiaries in the aviation group, representing a
26.0% increase in net sales over fiscal 1995, and the inclusion of an aggregate
of $11.0 million in net sales for TCI and Air Lab. Increased demand for overhaul
and repair services from the commercial airlines and cargo carriers, as well as
increased orders of aircraft components from OEMs, accounted for the increase in
net sales in the aviation group.
COSTS OF PRODUCTS SOLD. Costs of products sold for the aviation group
increased by $19.2 million, or 37.5%, to $70.6 million for fiscal 1996 from
$51.4 million for fiscal 1995. This increase was primarily due to $6.4 million
of increased costs of products sold associated with net sales generated by TCI
and Air Lab. The remaining increase is associated with the increase in net sales
of the remaining operating divisions and subsidiaries in the aviation group.
GROSS PROFIT. Gross profit for the aviation group increased by $10.2
million, or 52.8%, to $29.5 million for fiscal 1996 from $19.3 million for
fiscal 1995. Of this increase, $5.0 million was a result of the increased sales
volume and $0.6 million was a result of improved margins at the operating
divisions and subsidiaries in the aviation group. This increase was also
attributable to the inclusion of $4.6 million of gross profit on the net sales
generated by TCI and Air Lab. As a percentage of net sales, gross profit for the
aviation group was 29.5% and 27.3% of net sales for fiscal 1996 and fiscal 1995,
respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the aviation group increased by $4.2 million, or
47.4%, to $12.9 million for fiscal 1996 from $8.8 million for fiscal 1995, due
to increased sales volume and the TCI and Air Lab acquisitions.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
aviation group increased by $0.7 million, or 41.2%, to $2.5 million for fiscal
1996 from $1.8 million for fiscal 1995, primarily due to the assets acquired in
connection with the TCI and Air Lab acquisitions.
OPERATING INCOME. Operating income for the aviation group increased by $5.3
million, or 60.6%, to $14.1 million for fiscal 1996 from $8.8 million for fiscal
1995. This increase was assisted by the growth in aircraft production and the
increased outsourcing of repair and overhaul services by commercial aircraft
operators. This increase was also due to the addition of net sales and profits
generated by TCI and Air Lab, as well as the incremental operating income
resulting from increased sales volume. As a percentage of net sales, operating
income for the aviation group was 14.1% and 12.4% of net sales for fiscal 1996
and fiscal 1995, respectively.
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METALS GROUP
NET SALES. Net sales for the metals group decreased by $6.8 million, or
7.3%, to $86.6 million for fiscal 1996 from $93.5 million for fiscal 1995. This
decrease was primarily due to weakened demand and lower selling prices for
flat-rolled steel products processed by the Company. In addition, the Company's
electrogalvanized products experienced greater competition from hot-dipped
rolled steel products.
COSTS OF PRODUCTS SOLD. Costs of products sold for the metals group
decreased by $5.3 million, or 7.2%, to $69.1 million for fiscal 1996 from $74.4
million for fiscal 1995. This decrease was primarily due to the reduced sales
volume and lower costs of raw materials.
GROSS PROFIT. Gross profit for the metals group decreased by $1.5 million,
or 7.9%, to $17.5 million for fiscal 1996 from $19.0 million for fiscal 1995,
due to the reasons discussed above. As a percentage of net sales, gross profit
for the metals group was 20.2% and 20.3% of net sales for fiscal 1996 and fiscal
1995, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the metals group increased by $0.2 million, or 1.4%,
to $11.9 million for fiscal 1996 from $11.7 million for fiscal 1995.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the metals
group increased by $0.1 million, or 9.1%, to $1.0 million for fiscal 1996 from
$0.9 million for fiscal 1995. This increase was primarily due to depreciation of
certain assets recently placed into service.
OPERATING INCOME. Operating income for the metals group decreased by $1.7
million, or 27.3%, to $4.6 million for fiscal 1996 from $6.4 million for fiscal
1995, due to the reasons discussed above. As a percentage of net sales,
operating income for the metals group was 5.4% and 6.8% of net sales for fiscal
1996 and fiscal 1995, respectively.
OVERALL RESULTS
CORPORATE EXPENSES. Corporate expenses increased by $0.9 million, or 57.0%,
to $2.5 million for fiscal 1996 from $1.6 million for fiscal 1995. This increase
was primarily due to additional incentive compensation, staffing and
professional fees.
INTEREST EXPENSE. Interest expense increased by $0.7 million, or 11.1%, to
$7.3 million for fiscal 1996 from $6.6 million for fiscal 1995. This increase
was primarily due to increased debt levels associated with the acquisitions of
TCI and Air Lab, the cash portions of which were financed by borrowings under
the Company's credit agreement.
INCOME TAX EXPENSE. The effective tax rate was 41.6% for fiscal 1996 and
37.3% for fiscal 1995.
INCOME FROM CONTINUING OPERATIONS. Income from continuing operations
increased by $0.8 million, or 19.0%, to $5.2 million for fiscal 1996 from $4.4
million for fiscal 1995. This increase was primarily due to the net sales
generated by TCI and Air Lab and the overall favorable conditions in the
aviation industry resulting in increased net sales of the Company's products and
services.
INCOME (LOSS) FROM DISCONTINUED OPERATIONS. The Company had income from
discontinued operations of $4.5 million in fiscal 1996, principally as a result
of the sale of Quality Park, which resulted in an after-tax gain of $2.5
million, and improved operating results at Quality Park due to the favorable
effects of restructuring efforts. The Company had a loss from discontinued
operations of $2.9 million in fiscal 1995 due to $2.0 million in operating
losses at Quality Park and a $0.9 million loss on the sale of certain assets of
Quality Park.
NET INCOME. Net income increased by $8.2 million, or 540.9%, to $9.7
million for fiscal 1996 from $1.5 million for fiscal 1995. Of this increase,
$7.3 million was attributable to the income from the discontinued Quality Park
operations in fiscal 1996 as compared to the loss at these operations during
fiscal 1995. The increase in fiscal 1996 net income was also attributable to the
strong results of the aviation group, partially offset by a decline in
profitability in the metals group. As a percentage of net sales, net income was
5.2% and 0.9% of net sales for fiscal 1996 and fiscal 1995, respectively.
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FISCAL YEAR ENDED MARCH 31, 1995 COMPARED TO TEN MONTHS ENDED MARCH 31, 1994
AVIATION GROUP
NET SALES. Net sales for the aviation group increased by $13.5 million, or
23.5%, to $70.7 million for fiscal 1995 from $57.3 million for the ten months
ended March 31, 1994 (the "1994 period"). This increase was primarily due to the
comparison of 12 months to 10 months. On an annualized basis, the increase in
net sales was $2.0 million, or 2.9%, due to increased sales of products and
services to commercial airlines, partially offset by the loss of a significant
customer at one of the Company's operating divisions.
COSTS OF PRODUCTS SOLD. Costs of products sold for the aviation group
increased by $11.5 million, or 28.7%, to $51.4 million for fiscal 1995 from
$39.9 million for the 1994 period. This increase was primarily due to the 12
month to 10 month comparison. On an annualized basis, the increase was $3.5
million, or 7.2%, resulting from higher sales volume.
GROSS PROFIT. Gross profit for the aviation group increased by $2.0
million, or 11.6%, to $19.3 million for fiscal 1995 from $17.3 million for the
1994 period. This increase was primarily due to the 12 month to 10 month
comparison. On an annualized basis, gross profit decreased by $1.5 million, or
7.0%. On an annualized basis, as a percentage of net sales, gross profit for the
aviation group was 27.3% and 30.2% of net sales for fiscal 1995 and fiscal 1994,
respectively. The decrease in gross profit margin on increased net sales was
primarily the result of the loss of a customer at one of the Company's higher
margin operations.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the aviation group increased by $2.0 million, or
28.9%, to $8.8 million for fiscal 1995 from $6.8 million for the 1994 period.
The increase was primarily due to the 12 month to 10 month comparison. On an
annualized basis, such expenses increased by $0.6 million, or 7.4%.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
aviation group increased by $0.4 million, or 29.1%, to $1.8 million for fiscal
1995 from $1.4 million for the 1994 period. This increase was primarily due to
the 12 month to 10 month comparison. On an annualized basis, the depreciation
and amortization increased $0.1 million, or 7.6%, resulting from depreciation
recorded on certain assets recently placed into service.
OPERATING INCOME. Operating income for the aviation group was $8.8 million
and $9.1 million for fiscal 1995 and the 1994 period, respectively. On an
annualized basis, there was a decrease in operating income of $2.2 million, or
19.9% for fiscal 1995, primarily as a result of the loss of a significant
customer at one of the Company's operating divisions. As a percentage of net
sales, annualized operating income for the aviation group was 12.4% and 16.0% of
net sales for fiscal 1995 and fiscal 1994, respectively.
METALS GROUP
NET SALES. Net sales for the metals group increased by $20.7 million, or
28.5%, to $93.5 million for fiscal 1995 from $72.7 million for the 1994 period.
This increase was primarily due to the 12 month to 10 month comparison. On an
annualized basis, the increase in net sales was $6.2 million, or 7.1%. This
increase was due to several factors, including increases in net sales of
containers for the agricultural industry and steel products for the housing
market, which accounted for approximately $4.2 million of such increase, and
additional structural steel fabrication and erection business, which accounted
for the remaining $2.0 million.
COSTS OF PRODUCTS SOLD. Costs of products sold for the metals group
increased by $17.3 million, or 30.2%, to $74.4 million for fiscal 1995 from
$57.2 million for the 1994 period. This increase was primarily due to the 12
month to 10 month comparison. On an annualized basis, costs of products sold
increased by $5.9 million, or 8.5%, due to price increases for flat-rolled
steel.
GROSS PROFIT. Gross profit for the metals group increased by $3.4 million,
or 22.0%, to $19.0 million for fiscal 1995 from $15.6 million for the 1994
period. This increase was primarily due to the 12 month to
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10 month comparison. On an annualized basis, gross profit increased by $0.3
million, or 1.7%. On an annualized basis, as a percentage of net sales, gross
profit for the metals group was 20.3% and 21.4% of net sales for fiscal 1995 and
fiscal 1994, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the metals group increased by $2.1 million, or
21.9%, to $11.7 million for fiscal 1995 from $9.6 million for the 1994 period.
On an annualized basis, the increase was only $0.2 million, or 1.5%.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the metals
group increased $0.3 million, or 54.2%, to $0.9 million for fiscal 1995 from
$0.6 million for the 1994 period. This increase was partially due to the 12
month to 10 month comparison. On an annualized basis, the increase was $0.2
million, due to new assets placed into service.
OPERATING INCOME. Operating income for the metals group increased by $1.0
million, or 18.7%, to $6.4 million for fiscal 1995 from $5.4 million for the
1994 period. This increase was primarily due to the 12 month to 10 month
comparison. On an annualized basis, there was a decrease in operating income of
$0.1 million, or 1.1%. On an annualized basis, as a percentage of net sales,
operating income for the metals group was 6.8% and 7.4% of net sales for fiscal
1995 and fiscal 1994, respectively.
OVERALL RESULTS
CORPORATE EXPENSES. Corporate expenses were $1.6 million for each of fiscal
1995 and the 1994 period, respectively.
INTEREST EXPENSE. Interest expense increased by $1.7 million, or 34.3%, to
$6.6 million for fiscal 1995 from $4.9 million for the 1994 period. This
increase was primarily due to the 12 month to 10 month comparison. On an
annualized basis, interest expense increased by $0.7 million due to an increase
in the prime rate.
INCOME TAX EXPENSE. The effective tax rate was 37.3% for fiscal 1995 and
38.9% for fiscal 1994.
INCOME FROM CONTINUING OPERATIONS. Income from continuing operations
decreased by $0.5 million, or 11.1%, to $4.4 million for fiscal 1995 from $4.9
million for the 1994 period. This decrease was primarily due to the decrease in
profitability in the aviation group resulting from increased competition in the
repair market, loss of a significant customer at one of the Company's operating
divisions and decreases in aircraft production rates.
LOSS FROM DISCONTINUED OPERATIONS. Loss from discontinued operations was
$2.9 million in fiscal 1995 and $0.5 million for the 1994 period due to losses
at Quality Park. The losses in fiscal 1995 were primarily due to the closure and
sale of a product line within Quality Park's operations and operating losses at
Quality Park.
NET INCOME. Net income decreased by $2.9 million, or 66.0%, to $1.5 million
for fiscal 1995 from $4.4 million for the 1994 period. This decrease was
primarily due to the above factors. On an annualized basis, as a percentage of
net sales, net income was 0.9% and 3.4% of net sales for fiscal 1995 and fiscal
1994, respectively.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") 121, "Accounting for the Impairments of
Long-Lived Assets and for Long-Lived Assets to be Disposed of," and SFAS 123,
"Accounting for Stock-Based Compensation." The Company does not expect that
adoption of SFAS 121 and 123 will have a material effect on its financial
condition or results of operations.
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LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital needs are generally funded through cash flows
from operations and the Credit Facility. The Company used approximately $6.8
million of cash flows from operating activities, principally for working capital
requirements, for the three months ended June 30, 1996. The Company generated
cash flows of approximately $16.1 million from operating activities for the year
ended March 31, 1996.
On July 19, 1996, the direct and indirect subsidiaries of the Company
entered into the Credit Facility, an unsecured five year credit facility for a
$50.0 million revolving credit line and a $35.0 million term loan. The Company
guarantees repayment of the loans under the Credit Facility. Both loans bear
interest at either LIBOR plus an applicable margin or the prime rate plus an
applicable margin, at the option of the borrowers. The margin applicable to
LIBOR varies between 0.63% and 1.88% and the margin applicable to the prime rate
varies between 0% and 0.38%, in each case based upon the borrowers' ratio of
total indebtedness to earnings before interest, taxes and depreciation and
amortization. In addition, the borrowers are required to pay a commitment fee of
between 0.2% and 0.45% on the unused portion of the Credit Facility based upon
the ratio described above. Principal payments on the term loan of approximately
$1.3 million are made quarterly with a final lump sum payment of approximately
$11.3 million due on July 1, 2001. The borrowers may repay amounts owed under
the Credit Facility or reduce the revolving credit facility commitment without
penalty. Additionally, the borrowers may allocate up to $5.0 million of the
available revolving credit facility for the issuance of letters of credit. The
Credit Facility contains restrictions and covenants applicable to the borrowers
and the Company which include limitations on the ability to incur additional
indebtedness, issue stock options or warrants, make certain restricted payments
and acquisitions, create liens, enter into transactions with affiliates, sell
substantial portions of its assets and make capital expenditures. The Credit
Facility, the Alco Note and the Teleflex Note prohibit the Company from paying
any dividends or making any distributions on its capital stock, except for the
payment of stock dividends and redemptions of an employee's shares of capital
stock upon termination of employment. At such time as no senior debt, such as
the Credit Facility, is outstanding, the Company is permitted by the Alco Note,
but not by the Teleflex Note, to pay dividends from 50% of excess cash flow.
Under the terms of the Credit Facility, upon completion of this offering,
the Company is required to make a capital contribution to the borrowers in the
amount of $15.0 million. The borrowers are required to apply such capital
contribution to make a principal payment of $15.0 million, first to any balance
outstanding on the revolving credit facility and then to the term loan. Amounts
applied to repay the revolving credit facility may be reborrowed. Should the
Company fail to receive at least $30.0 million in proceeds from this offering by
December 31, 1996, the Credit Facility will become secured as the Company is
required to grant the lender a first priority lien and security interest in all
real and personal property owned by the Company at that time. As of September
24, 1996, approximately $20.0 million was available for borrowing under the
Credit Facility.
The proceeds of borrowings under the Credit Facility and the proceeds from
the sale of Quality Park were used to extinguish the outstanding balances of the
revolving credit facility, the senior term loans and the senior subordinated
notes existing at March 31, 1996. The extinguishment of this debt resulted in an
extraordinary loss of approximately $1.5 million, net of an income tax benefit
of approximately $1.0 million.
The Company's outstanding subordinated promissory notes consist of two
notes, the Alco Note and the Teleflex Note. A portion of the Alco Note will be
repaid with the proceeds of this offering.
The 14% JSDs are unsecured obligations of the Company which were issued to
CVC Affiliates and certain members of management of the Company. The 14% JSDs
will aggregate approximately $9.5 million, including principal and accrued
interest, on October 15, 1996, and will be converted into Common Stock
immediately prior to the consummation of this offering.
During 1996, the 10.5% JSDs were issued in the amount of $0.8 million and
are contractually subordinated to all liabilities of TCI and its subsidiaries,
and bear interest at 10.5%. The 10.5% JSDs were issued to TFX Equities, Inc. and
certain members of management of TCI. The 10.5% JSDs are due in equal
installments on December 31, 2005 and 2006, although the holders of the 10.5%
JSDs have no right to demand payment of principal until all superior debt, as
defined, has been paid in full. The 10.5% JSDs
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owned by members of management of TCI will have an aggregate value of
approximately $0.5 million, including principal and accrued interest, on October
15, 1996, and will be converted into shares of Common Stock immediately prior to
the consummation of this offering. The 10.5% JSDs owned by TFX Equities, Inc.
will have an aggregate value of approximately $0.4 million, including principal
and accrued interest on October 15, 1996, and will remain outstanding after the
closing of this offering.
Capital expenditures were approximately $0.9 million and $1.9 million for
the three months ended June 30, 1996 and the year ended March 31, 1996,
respectively, primarily for manufacturing machinery and equipment for the
aviation group. The Company funded these expenditures through cash generated by
operations and borrowings under its credit arrangements. The Company expects
capital expenditures to be approximately $6.0 million for fiscal year ending
March 31, 1997. Of this amount, approximately $3.0 million is expected to be
used to expand capacity at the Company's stretch forming operations and the
remainder will be used for upgrades of information systems, machinery and
equipment, primarily for the aviation group. The Company believes that the cash
proceeds from this offering, together with cash generated by operations and
borrowings under the Credit Facility, will be sufficient to meet anticipated
cash requirements for the next 12 months. There can be no assurance that
additional capital will not be required or that any such additional capital will
be available on reasonable terms, if at all, at such times as may be required by
the Company.
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BUSINESS
GENERAL OVERVIEW
The Company designs, engineers, manufactures, repairs and/or overhauls
aircraft components such as mechanical and electromechanical control systems,
aircraft and engine accessories, APUs, avionics and aircraft instruments. The
Company serves a broad spectrum of the aviation industry, including commercial
airlines and air cargo carriers, as well as OEMs, on a worldwide basis.
INDUSTRY OVERVIEW AND TRENDS
According to U.S. Department of Commerce statistics, the annual worldwide
market for aircraft, including components, is approximately $56.7 billion. This
market is expected to grow at an annual rate of 5% to 6% over the next four
years. A recent issue of AVIATION WEEK AND SPACE TECHNOLOGY states that the
global airline industry spends at least $20 billion annually to maintain its
aircraft. The aircraft component production and repair industry is highly
fragmented, consisting of both a limited number of well-capitalized companies,
which offer a broad range of products and services, and a large number of
smaller, specialized companies. The aviation industry has been consolidating at
an increasing pace in recent years, and it is expected that such consolidation
will continue for the foreseeable future.
A number of significant trends are currently affecting the market for the
design, engineering, manufacture, repair and overhaul of aircraft components.
These trends include the following:
INCREASES IN AIR TRANSIT AND AIRCRAFT PRODUCTION. Boeing's 1996 Market
Outlook projects that global air travel will increase by 70% and that the number
of passenger and cargo delivery aircraft in service will increase by 47% through
the year 2005. This trend will be driven, in part, by the anticipated continued
growth of established carriers engaged in the air freight and package delivery
businesses. Average passenger seat miles flown is also expected to increase
significantly over the next few years. Further, many new airlines are expected
to commence operations in the United States and abroad, especially in China and
other countries in Asia, where only a small percentage of the population has
ever flown. Because start-up airlines generally do not invest in the
infrastructure necessary to service their aircraft, such airlines outsource all
or most of their repair and overhaul services. To meet their needs, certain
foreign and many start-up airlines have turned to older aircraft which generally
require more frequent servicing. Further, as aging aircraft are retired, new
aircraft production is increasing. The number of surplus aircraft is expected to
significantly decline while new aircraft production is expected to increase over
the next several years. The continued growth in air transit and aircraft
production will increase the demand for aircraft component purchases and
repairs.
INCREASED OUTSOURCING BY AIRCRAFT OPERATORS AND OEMS. Aircraft operators
have come under increasing pressure to reduce both operating and capital costs
associated with providing aviation services. While several of the expenditures
incurred by aircraft operators are beyond their direct control, such as fuel
prices and labor costs, aircraft operators seeking cost reductions have
increased purchases of certain components from third parties and have outsourced
repair and overhaul functions. Aircraft components sold by third party suppliers
and aircraft components that have been repaired and overhauled are generally
less expensive than new aircraft components sold by OEMs. In addition, OEMs are
increasingly becoming "assemblers" of aviation products by outsourcing more
manufacturing and repair functions to third parties. In this regard, the Company
supplies many OEMs with aircraft components and subassemblies, in addition to
performing repair and overhaul services. The Company believes that its broad
array of aviation products and services and its reputation for quality and
timely and reliable delivery will position the Company to continue to capitalize
on the outsourcing trend. The Company anticipates that increased reliance on
outsourcing will continue to cause consolidation in the industry since only
those suppliers with extensive capacities and adequate capital will secure such
agreements with OEMs and aircraft operators.
REDUCTION IN THE NUMBER OF APPROVED SUPPLIERS AND VENDORS. In order to
reduce purchasing costs, streamline purchasing decisions and have greater
control over quality, purchasing departments of OEMs and aircraft operators have
been reducing the number of approved suppliers and vendors. Recently,
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several OEMs and aircraft operators have reduced their supplier and vendor lists
from as many as 50 to a core group of five to ten "mega-suppliers" or
"mega-vendors" who have the size and capacity to meet their needs. The Company
has secured a position on such lists of a number of OEMs and airlines. The
Company believes that this trend will continue in the future and that, due to
its established market presence and reputation for quality, the Company will
continue to be selected as an approved supplier and vendor. See "- Government
Regulation."
INCREASED MAINTENANCE AND SAFETY REQUIREMENTS. Under regulations
promulgated by the FAA and similar agencies in other countries, including the
Joint Aviation Authority (the "JAA") and the Civil Aviation Administration of
China (the "CAAC"), as well as guidelines established by OEMs and aircraft
operators, when an aircraft component fails to perform within certain prescribed
limits or after logging a prescribed number of flight hours, the aircraft
component must be brought to a repair facility certified by the FAA or similar
agency of a foreign nation for various types of designated service or
replacement. The FAA has changed the nature of the licenses that it grants, from
the grant of broad licenses for aircraft accessories or instruments within broad
classifications to more limited licenses covering specific parts within more
narrow classifications. The Company holds many perpetual broad licenses that
will continue unless abandoned, suspended or revoked. In addition, aircraft
components require regular maintenance and inspection and replacement of
"life-limited" components. The trend toward more stringent maintenance
requirements and more frequent maintenance and overhaul has increased the size
of the market for the repair of such components, because the use of new
components is not always cost effective. In addition, a potential change in FAA
regulations would require aircraft repair stations and others to implement and
follow internal maintenance and safety requirements in addition to FAA
regulations. The Company believes that, because of its broad licenses and
long-standing emphasis on quality control, it will benefit from the evolving
maintenance and safety standards.
INCREASED EMPHASIS ON COMPONENT TRACEABILITY. Because of concerns regarding
the use of unapproved aircraft spare parts, regulatory authorities have
increased the level of documentation that must be maintained on spare parts.
This requirement has been extended by OEMs and aircraft operators to the vendors
of spare parts. The high cost of required technology to compete effectively in
the redistribution market has made entry into and survival in the aircraft spare
parts redistribution market increasingly difficult and expensive. The Company
has implemented technology to enable it to meet these more stringent
traceability requirements and intends to continue to do so in the future.
COMPETITIVE ADVANTAGES
The Company believes that it is well positioned to take advantage of trends
affecting the market for the design, engineering, manufacture, repair and
overhaul of aircraft components due to:
BROAD ARRAY OF PRODUCT AND SERVICES. The Company offers the aviation
industry a consolidated point of purchase for a broad array of aviation products
and services. The Company designs, engineers and manufactures aircraft
components to fulfill the particular needs and requirements of its customers,
including electromechanical controls for McDonnell Douglas and fuselage
structural components for the 777 model aircraft for Boeing. In certain cases,
principally at TCI, the Company retains the proprietary rights to these designs
and, accordingly, the customer will rely on the Company to provide service on
such aircraft components at every stage of their useful lives, including the
repair and overhaul or replacement of such components. The Company also
manufactures aviation components according to its customers' specifications. In
addition, the Company performs repair and overhaul services for customers on
various aviation components manufactured by third parties such as AlliedSignal.
In addition, the Company offers to maintain and manage inventories of aircraft
components and other products for its customers.
GOVERNMENT CERTIFICATIONS. The Company operates nine FAA-certified repair
stations and has been granted licenses from the FAA and foreign regulatory
counterparts, including the JAA and the CAAC, to perform repair and overhaul
services on broad classifications of aircraft instruments and accessories.
Without such broad certifications and licenses, which are often expensive and
time-consuming to obtain and involve extensive audit procedures, other companies
may not offer these products and services,
32
<PAGE>
thereby constituting a significant barrier to entry. In addition, the Company
holds two exclusive licenses issued by the FAA which permit the Company to
design, engineer, repair, test and release into service without FAA approval
certain products to its own specifications for certain aircraft components and
therefore to compete directly with OEMs with respect to such components. These
exclusive licenses, known as SFAR 36 certifications, enable the Company to
offer, on a proprietary basis, certain repaired parts relating to various
aircraft accessories such as APUs and constant speed drives to its customers at
a lower cost than other companies that must purchase replacement parts from
third parties.
EMPHASIS ON QUALITY CONTROL. The Company incurs significant expenses to
maintain the most stringent quality control of its products and services. In
addition to domestic and foreign governmental regulations, OEMs, commercial
airlines and other customers require that the Company satisfy certain
requirements relating to the quality of its products and services. The Company
has continually met or exceeded these requirements, and has successfully
completed many audits conducted on a regular basis by the Coordinated Agency for
Supplier Evaluation ("C.A.S.E."), a consortium of United States airlines. In
addition, the Company conducts thorough self-auditing, utilizing inspectors from
its various companies to audit other companies in the aviation group. The
Company also performs testing and certification procedures on all of the
products that it designs, engineers, manufactures, repairs and overhauls, and
maintains detailed records to ensure traceability of the production of and
service on each aircraft component. The expense required to institute and
maintain the Company's quality control procedures represents a barrier to entry.
BROAD CUSTOMER BASE. Due to the Company's broad array of products and
services and its emphasis on quality control and timely delivery, the Company's
customers include virtually all of the world's major commercial airlines and an
increasing number of the most widely recognized air cargo carriers including
Federal Express and United Parcel Service, and OEMs such as Boeing, McDonnell
Douglas, AirBus and AlliedSignal. The Company expects that its customer base
will continue to strengthen and broaden with increased cross-selling efforts by
the Company of its various products and services.
ESTABLISHED INDUSTRY PRESENCE. The operating divisions and subsidiaries in
the Company's aviation group have been involved in the aviation industry for an
average of over 30 years. These entities are characterized by experienced
management and highly-skilled employees. Due in large part to its established
industry presence, the Company enjoys strong customer relations, name
recognition and repeat business.
COMPANY STRATEGY
The Company intends to grow its aviation business through:
EXPANSION OF PRODUCTS AND SERVICES. The Company will continue to introduce
new aviation products and services, to take advantage of the growing aviation
industry and the increasing demand for aviation products and services. In an
effort to expand its existing array of products and services and to capture
additional repair and overhaul business, the Company plans to expand, as
appropriate, its program for the distribution and inventory management of third
party aircraft components. The Company will also expand its assembly and
subassembly capabilities on certain aircraft components. By broadening its
products and services, the Company intends to further expand its position as a
consolidated point of purchase to the aviation industry, capitalizing on the
increasing trend toward outsourcing and the reduction by aircraft operators and
OEMs of the number of approved suppliers and vendors.
INCREASED INTERNATIONAL MARKETING. The Company will continue to take
advantage of the expanding international market for aviation products and
services as worldwide air travel escalates and foreign nations, particularly
China and other countries in Asia, purchase used aircraft that require more
frequent repair and maintenance. The Company currently supplies products and
services to virtually every major commercial airline in the world and retains
independent sales representatives in a number of foreign countries. In addition,
the Company participates each year in several international trade shows,
including the Paris Air Show and the Singapore Air Show. The Company intends to
build on its existing international presence through foreign acquisitions and
continued market penetration.
33
<PAGE>
CAPITALIZING ON AVIATION GROUP AFFILIATION. Utilizing the group affiliation
of the Company's operating divisions and subsidiaries, the Company plans to
increase cross-selling of its various capabilities to its customers. For
example, one of the Company's operating divisions has recently begun
distributing certain electromechanical controls manufactured by a subsidiary of
the Company. The Company's operating divisions and subsidiaries will continue to
share independent sales representatives and jointly bid on projects where
appropriate, while still maintaining their individual identities.
EXPANDED OPERATING CAPACITY. The Company plans to increase its operating
capacity to meet the expected increased growth and demand in the aviation
industry. The Company will increase its capital expenditures, including
expenditures for additional equipment and skilled labor, to support this
increased capacity. The Company intends to continue to invest in state of the
art machinery to increase its operating efficiencies and improve operating
margins.
GROWTH THROUGH ACQUISITIONS. The Company expects to continue its growth
through acquisitions of other companies, assets or product lines that add to or
complement the Company's existing aviation products and services. The Company
has successfully completed three acquisitions in the last 12 months. The
acquisition of TCI is an example of the Company seeking to add to its existing
product offering (in this case, mechanical and electromechanical controls)
through the acquisition of an established company in the industry. AMTI and Air
Lab represent acquisitions that expand both the Company's existing aviation
products and services and its customer base. Because of the fragmented nature of
much of the market for aircraft products and services, the Company believes that
many additional acquisition opportunities exist in the aviation industry. The
Company does not currently have any pending or probable acquisitions.
PRODUCTS AND SERVICES
The Company's aviation products and services may generally be divided into
three categories: structural components, instrument and flight controls and
operational components. The following is a description of some of the products
and services offered by the Company in each of these three categories:
STRUCTURAL COMPONENTS. The Company performs stretch forming, bending, die
forming, machining, welding, assembly and other fabrication on aircraft wings,
fuselages and skins for aircraft produced by OEMs such as McDonnell Douglas and
Boeing. The Company also manufactures metallic and composite bonded honeycomb
assemblies for fuselage, wings and flight control surface parts for commercial
airlines and other aircraft operators.
INSTRUMENT AND FLIGHT CONTROLS. The Company designs and engineers
mechanical and electromechanical controls such as remote valve operators and
push/pull controls ranging from simple vent controls to sophisticated
flight-critical engine controls for OEMs and commercial airlines. The Company's
designs and engineering for such controls are proprietary because they are not
sold to the OEM for whom the control is manufactured. Consequently, the OEM must
rely on the Company to repair or replace such component. The Company also
performs repair and overhaul services, and supplies spare parts, for various
types of cockpit instruments and gauges for a broad range of commercial airlines
on a worldwide basis.
OPERATIONAL COMPONENTS. The Company performs complete repair and overhaul
services on APUs for both commercial airlines and OEMs. APUs are used to provide
power for all non-propulsion aircraft functions such as air conditioning, lights
and other electrical functions. The Company also repairs and overhauls aircraft
accessories, including constant speed drives, pneumatic or electrically actuated
valves, cabin compressors, starters and generators, and manufactures refueling
booms. Certain of these components, like the APUs, are repaired pursuant to SFAR
36 certifications. Finally, the Company provides precision machining services
for other operational components manufactured from refractory and other metals
for the aviation and aerospace industry.
34
<PAGE>
PROPRIETARY RIGHTS
The Company benefits from its proprietary rights relating to certain
designs, engineering, manufacturing processes and repair and overhaul
procedures. For example, at TCI, the Company designs and engineers flight
control systems and retains the proprietary rights to these designs and
engineering. Accordingly, the customer will rely on the Company to provide
initial and additional components, as well as to redesign, reengineer, replace
or repair and provide overhaul services on such aircraft components at every
stage of their useful lives. In addition, the Company has proprietary rights to
certain of its manufacturing processes. For certain products, the Company's
unique manufacturing capabilities are required by the customer's specifications
or designs, thereby necessitating reliance on the Company for production of such
designed product. The Company also holds several SFAR 36 licenses that permit it
to develop proprietary repair procedures to be used in certain repair and
overhaul processes, enabling the Company to offer the customer a lower cost
alternative to purchasing the OEM's replacement part.
RAW MATERIALS AND REPLACEMENT PARTS
The Company purchases raw materials, primarily consisting of steel and
aluminum coils, sheets and shapes, from various vendors. The Company also
purchases replacement parts which are utilized in its various repair and
overhaul operations. The Company believes that these raw materials and
replacement parts are generally available at competitive prices from numerous
sources.
OPERATING DIVISIONS AND SUBSIDIARIES
The Company operates through several operating divisions and subsidiaries
which are divided into two groups: the aviation group and the metals group. The
following chart describes the operations, customer base and certain other
information with respect to the Company's operating divisions and subsidiaries:
<TABLE>
<CAPTION>
OPERATING DIVISION/SUBSIDIARY NUMBER OF
(YEAR ESTABLISHED) LOCATION BUSINESS TYPE OF CUSTOMERS EMPLOYEES
- ---------------------------------------- -------------- ----------------------- ----------------------- ---------------
<S> <C> <C> <C> <C>
AVIATION GROUP
A. Biederman, Inc.(1) Glendale, CA Sells and services Commercial airlines, 79
(1933) aircraft and industrial U.S. military and cargo
instruments. carriers.
Advanced Materials Technologies Inc.(1) Phoenix, AZ Repairs and Aviation OEMs and 172
(1987) manufactures components aircraft operators.
for APUs and gas
turbine engines.
Aerospace Technologies, Inc.(1) Fort Worth, TX Manufactures metallic/ Commercial airlines, 87
(1969) composite bonded U.S. military and
honeycomb assemblies component supplier
and repairs fuselage, industry.
wing, flight control
surface parts and other
flight critical
components.
Air Lab, Inc.(1) Seattle, WA Repairs and overhauls Commercial airlines, 34
(1974) aviation aircraft manufacturers,
instrumentation and avionics and instrument
controls. manufacturers, major
freight carriers,
corporate aircraft
operators and aviation
parts suppliers.
K-T Corporation Shelbyville, Performs stretch Aviation OEMs, U.S. 156
(1963) IN forming, bending, die military and aerospace,
forming, machining, mass transportation,
welding, assembly and energy and heavy
other fabrication on trucking industries.
aircraft wings,
fuselages and skins.
L.A. Gauge Co., Inc. Sun Valley, CA Machines, bonds and Defense, aerospace, 40
(1954) fabricates medical, automotive and
ultra-precision parts. computer industries.
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
OPERATING DIVISION/SUBSIDIARY NUMBER OF
(YEAR ESTABLISHED) LOCATION BUSINESS TYPE OF CUSTOMERS EMPLOYEES
- ---------------------------------------- -------------- ----------------------- ----------------------- ---------------
<S> <C> <C> <C> <C>
Lamar Electro-Air Corporation(1)(2) Wellington, KS Repairs and overhauls U.S. government, 92
(1965) aircraft and engine commercial airlines and
accessories, general aviation
manufactures pneumatic aircraft operators.
and electrically
actuated valves for
aircraft and assembles
axles and aluminum
wheels for automobiles.
Northwest Industries, Inc. Albany, OR Machines and fabricates Aerospace, nuclear, 29
(1960) refractory, reactive, medical, electronic and
heat and chemical industries.
corrosion-resistant
precision products.
Special Processes of Arizona, Inc.(1) Phoenix, AZ Produces and applies Aviation OEMs and 19
(1987) plasma coating. aircraft operators.
Triumph Air Repairs, Inc.(1)(2) Phoenix, AZ Repairs and overhauls Worldwide commercial 112
(1979) APUs and supplemental airlines.
equipment.
Triumph Controls, Inc.(1) North Wales, Designs and Aviation OEMs, 253
(1943) PA manufactures mechanical shipyards, repair and
and electromechanical overhaul facilities,
control systems. airlines and U.S. and
NATO military forces.
METALS GROUP
Deluxe Specialties Mfg Co. Hutchinson, KS Manufactures fuel tanks U.S. manufacturers of 102
(1961) and hydraulic mobile, material
reservoirs. handling, agricultural,
construction and power
generation equipment.
Great Western Steel Co. Chicago, IL Produces steel Manufacturers, 43
(1918) products, specializing primarily in the home
in flat rolled and office products
products. industries.
Kilroy Structural Steel Co. Cleveland, OH Erects structural steel General contractors, 14
(1918) frameworks. engineers and
architects of
commercial buildings
and bridges.
Triumph Industries Bridgeview, IL Produces and Computer and electronic 59
(1960) distributes specialty industries.
electrogalvanized
products
</TABLE>
- ------------------
(1) Designates FAA-certified repair station.
(2) Designates SFAR 36 certification.
METALS PROCESSING AND DISTRIBUTION
The Company's metals group consists of three operating divisions and one
subsidiary with aggregate average operating experience of 56 years. These
businesses include a leading producer of electrogalvanized steel products, a
steel service center specializing in flat rolled steel products and a leading
manufacturer of fuel tanks and hydraulic reservoirs. These entities supply
products to several hundred manufacturers and other customers in the computer,
electronics and agricultural industries on a regional and national basis. In
addition, the Company operates a business engaged in the erection of structural
frameworks for buildings and bridges in the midwestern United States.
The Company's metals group processes, converts and distributes steel and
steel products on a national basis. The Company produces and distributes
electrogalvanized steel, which can be stamped, formed, welded and painted and
coated steel (including Tribrite-Registered Trademark-, Triclear-Registered
Trademark- and Trichrome-Registered Trademark-) for the electronic and computer
industries. The Company also operates a steel service center specializing in
flat rolled products and their processing, including hot or cold rolled sheet
and coil and galvanized sheet and
36
<PAGE>
coil used primarily by the home and office products and appliance industry. The
Company also manufactures fuel tanks and hydraulic reservoirs for off-highway
mobile equipment units, which are sold primarily to the agricultural industry.
The Company also operates a business engaged in the erection of structural
framework, including steel members and allied materials, for buildings and
bridges, with a specialty in commercial and industrial buildings. The Company
erected the structural framework of Jacobs' Field, the Cleveland Indians' new
baseball stadium, and the Rock and Roll Hall of Fame in Cleveland, Ohio. These
structural erection services are provided on a project-by-project basis
primarily in the midwestern United States. These projects are generally awarded
on a fixed fee, competitive bid basis.
SALES AND MARKETING
Each of the Company's operating divisions and subsidiaries independently
conducts sales and marketing efforts directed at their respective customers and
industries and, in some cases, collaborate with other operating divisions and
subsidiaries within its group for cross-marketing efforts. Each sales force and
the respective officers of the operating divisions and subsidiaries are
responsible for obtaining new customers and maintaining relationships with
existing customers. Sales and marketing efforts are conducted primarily by
independent regional manufacturer's representatives and in-house personnel. The
Company has approximately 72 independent manufacturer's representatives,
including many representatives in foreign countries, and approximately 56
in-house sales employees. Generally, manufacturer's representatives receive a
commission on sales and the in-house sales personnel receive a base salary plus
commission. Engaging independent sales representatives at the local level
facilitates responsiveness to each customer's changing needs and current trends
in each marketplace in which the Company operates.
The Company's Aviation Council, which is comprised of the presidents of each
of the Company's operating divisions and subsidiaries in the aviation group,
meets periodically to discuss ways to improve sales and cross-marketing
opportunities. The Company has also engaged in innovative marketing efforts
including participation in research groups. The management of each operating
division and subsidiary of the Company also maintains close business
relationships with many customers, thereby furthering the sales and marketing
efforts of their businesses.
A significant portion of the Company's government and defense contracts are
awarded on a competitive bidding basis. The Company generally does not bid or
act as the primary contractor, but will typically bid and contract as a
subcontractor on contracts on a fixed fee basis. The Company generally sells to
its other customers on a fixed fee, negotiated contract or purchase order basis.
BACKLOG
As of June 30, 1996, the Company's aviation group had outstanding purchase
orders representing an aggregate invoice price of approximately $69.4 million,
$17.4 million of which will not be shipped by the Company by fiscal year end. As
of June 30, 1996, the Company's metals group had outstanding purchase orders
representing an aggregate invoice price of approximately $21.3 million, $0.4
million of which will not be shipped by the Company's fiscal year end.
COMPETITION
The aircraft components production and repair industry is highly fragmented,
consisting of both a limited number of well-capitalized companies which offer a
broad range of products and services and a large number of smaller, specialized
companies. The Company believes that the principal competitive factors in the
aviation products and services industry are quality, turnaround time, overall
customer service and price. See "-- Competitive Advantages." The Company
believes that it competes favorably on the basis of the foregoing factors. The
Company does not believe that the location of its repair facilities is a
significant factor to its customers in selecting the Company, as substantially
all of the components serviced by the Company are transported by common carrier
to the Company's facilities for service.
The Company competes with third party manufacturers, some of which are
divisions or subsidiaries of OEMs or other large companies in the manufacture of
aircraft components and subassemblies.
37
<PAGE>
Competition for the repair and overhaul of aviation components comes from three
primary sources, some with greater financial and other resources than the
Company: OEMs, major commercial airlines and other independent service
companies. Certain major commercial airlines own and operate their own service
centers. Some major airlines have begun to sell their repair and overhaul
services to other aircraft operators. The repair and overhaul services provided
by domestic airlines are primarily for their own components, although these
airlines may outsource a limited amount of repair and overhaul services to third
parties. Foreign airlines that provide repair and overhaul services typically
provide these services for their own components and for third parties. OEMs also
maintain service centers that provide repair and overhaul services for the
components they manufacture. Other independent service organizations also
compete for the repair and overhaul business of other users of aircraft
components.
The Company's principal competitors in the metals industry include national
and regional steel mills, other steel service centers, steel erection companies
and pre-engineered building manufacturers. Some of these competitors have
greater financial and other resources than the Company.
GOVERNMENT REGULATION
The aviation industry is highly regulated in the United States by the FAA
and in other countries by similar agencies. The Company must be certified by the
FAA and, in some cases, by individual OEMs in order to engineer and service
parts and components used in specific aircraft models. If material
authorizations or approvals were revoked or suspended, the operations of the
Company would be adversely affected. New and more stringent government
regulations may be adopted, or industry oversight heightened, in the future and
such new regulations, if enacted, or any industry oversight, if heightened, may
have an adverse impact on the Company.
The Company must also satisfy the requirements of its customers, including
OEMs, that are subject to FAA regulations, and provide these customers with
products and services that comply with the government regulations applicable to
aircraft components used in commercial flight operations. The FAA regulates
commercial flight operations and requires that aircraft components meet its
stringent standards. In addition, the FAA requires that various maintenance
routines be performed on aircraft components, and the Company currently
satisfies these maintenance standards in its repair and overhaul services.
Several of the Company's operating divisions are FAA-approved repair stations.
Currently, the FAA is granting licenses only for the manufacture or repair
of a specific aircraft component, rather than the broader licenses that have
been granted in the past. The FAA licensing process may be costly and
time-consuming. In order to obtain an FAA license, an applicant must satisfy all
applicable regulations of the FAA governing repair stations. These regulations
require that an applicant have experienced personnel, inspection systems,
suitable facilities and equipment. In addition, the applicant must demonstrate a
need for the license. Due in part to the fact that an applicant must procure
manufacturing and repair manuals from third parties relating to a particular
aircraft component in order to obtain a license with respect to such component,
the application process may be extremely costly for certain applicants.
The license approval processes for the JAA and the CAAC are similarly
stringent, involving potentially lengthy audits conducted by these regulatory
authorities.
The Company's aviation and metals operations are also subject to a variety
of worker and community safety laws. The Occupational Safety and Health Act of
1970 ("OSHA") mandates general requirements for safe workplaces for all
employees. In addition, OSHA provides special procedures and measures for the
handling of certain hazardous and toxic substances. Specific safety standards
have been promulgated for workplaces engaged in the treatment, disposal or
storage of hazardous waste. The Company believes that its operations are in
material compliance with OSHA's health and safety requirements.
38
<PAGE>
ENVIRONMENTAL MATTERS
The Company's operations are subject to federal, state and local
environmental laws and regulation by government agencies, including the EPA.
Among other matters, these regulatory authorities impose requirements that
regulate the emission, discharge, generation, management, transportation and
disposal of hazardous materials, pollutants and contaminants, govern public and
private response actions to hazardous or regulated substances which may be or
have been released to the environment, and require the Company to obtain and
maintain licenses and permits in connection with its operations. This extensive
regulatory framework imposes significant compliance burdens and risks on the
Company. Although management believes that the Company's operations and its
facilities are in material compliance with such laws and regulations, there can
be no assurance that future changes in such laws, regulations or interpretations
thereof or the nature of the Company's operations will not require the Company
to make significant additional capital expenditures to ensure compliance in the
future.
Certain Company facilities are currently the subject of environmental
remediation activities, the cost of which is subject to indemnification provided
by Alco pursuant to the purchase agreement between Alco and the Company executed
in connection with the Acquisition. One of these facilities is connected with a
site included on the National Priorities List of Superfund sites maintained by
the EPA. Another of these facilities is located on a site included in the EPA's
database of potential Superfund sites. Alco's indemnification covers the Company
for losses the Company might suffer in connection with liabilities and
obligations (and other liabilities and obligations arising out of or in
connection with the Acquisition) arising under environmental, health and safety
laws with respect to operations or use of those facilities prior to their
acquisition by the Company. More specifically, this Alco indemnification covers
both (i) the costs, claims and potential losses associated with environmental
matters identified in the purchase agreement for the Acquisition as the result
of environmental assessments or other disclosures made in connection with the
Acquisition, including the costs, claims and potential losses associated with
all the environmental remediation activities and identified liabilities, and
(ii) the losses connected to environmental liabilities which were not identified
in the purchase agreement and which arise from conditions or activities existing
at the facilities or operations acquired from Alco prior to their acquisition
from Alco, provided that they are identified by the Company to Alco before July
22, 2000. Another of the Company's facilities leased from Teleflex is located on
a site placed on EPA's National Priorities List prior to its acquisition by the
Company, and is subject to indemnification provided by Teleflex for
environmental liabilities arising from activities or conditions existing at this
facility prior to the Company's acquisition. See "Risk Factors -- Potential
Exposure to Environmental Liabilities."
EMPLOYEES
As of July 31, 1996, the Company employed approximately 1,300 persons, of
whom 113 were management employees, 56 were sales and marketing personnel, 155
were technical personnel, 147 were administrative personnel and 829 were
production workers. As of July 31, 1996, approximately 200 employees were
subject to collective bargaining agreements, one of which will expire in
February 1997. There can be no assurance that the Company will be able to
renegotiate successfully its collective bargaining agreements without any labor
disruptions or that such agreements will be renegotiated on terms favorable to
the Company. The Company has not experienced any material labor-related work
stoppage and considers its relations with its employees to be good.
39
<PAGE>
PROPERTIES
The Company's executive offices are located in Wayne, Pennsylvania, where
the Company leases 5,100 square feet of space. This lease expires in September
2000. In addition, the Company owns or leases the following facilities in which
its operating divisions and subsidiaries are located:
<TABLE>
<CAPTION>
SQUARE OWNED/LEASE
LOCATION DESCRIPTION FOOTAGE EXPIRATION
- ------------------ ----------------------------------------------------- --------- -------------
<S> <C> <C> <C>
Chandler, AZ Thermal processing facility and office 7,000 2017
Phoenix, AZ Plasma spray facility and office 13,500 2000
Phoenix, AZ Repair and overhaul shop and office 50,000 1999
Tempe, AZ Manufacturing facility and office 13,500 Owned
Tempe, AZ Machine Shop 9,300 Owned
Glendale, CA Instrument shop, warehouse and office 25,000 2005
Milpitas, CA Warehouse, repair shop and office 3,700 1997
Sun Valley, CA Machine shop and office 30,000 Owned
Bridgeview, IL Steel processing facility and office 135,700 2006
Chicago, IL Steel distribution facility and office 140,000 Owned
Shelbyville, IN Manufacturing facility and office 192,300 Owned
Hutchinson, KS Manufacturing facility and office 75,000 Owned
Wellington, KS Repair and overhaul and office 90,000 1997
Cleveland, OH Steel fabrication facility and office 163,000 Owned
Plain City, OH Office 2,000 1997
Albany, OR Machine shop and office 25,000 Owned
North Wales, PA Manufacturing facility and office 111,400 2002
Fort Worth, TX Manufacturing facility and office 114,100 Owned
Seattle, WA Instrument shop, warehouse and office 10,000 1998
</TABLE>
The Company believes that its properties are adequate to support its
operations for the foreseeable future.
LEGAL PROCEEDINGS
The Company is not presently involved in any material legal proceedings
outside of the ordinary course of business. The Company may in the future be
named as a defendant in lawsuits involving product defects, breach of warranty
or other actions relating to products that it manufactures or products that it
distributes that are manufactured by others. The Company believes that its
potential exposure is adequately covered by its aviation product and general
liability insurance.
40
<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------ ----------- ---------------------------------------------------------------------
<S> <C> <C>
Richard C. Ill................ 53 President, Chief Executive Officer and Director
John R. Bartholdson........... 52 Senior Vice President, Chief Financial Officer, Treasurer and
Director
Paul T. Stimmler.............. 57 Vice President and Secretary
Kevin E. Kindig............... 39 Controller
Richard C. Gozon(1)(2)........ 57 Director
Claude F. Kronk(1)(2)......... 64 Director
Joseph M. Silvestri(1)........ 35 Director
Michael A. Delaney(2)......... 42 Director
</TABLE>
- ------------------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
Richard C. Ill has been President and Chief Executive Officer and a director
of the Company since 1993. Mr. Ill joined Alco in 1968 and became Group Vice
President of Metalsource, a steel distribution business, in 1973. In 1975, Mr.
Ill became President of Triumph Industries and, in 1983, became President of
Metalsource. In 1988, Mr. Ill became President of Alco Diversified Services, a
division of Alco. He was named Vice President of Alco in 1989. Mr. Ill is a
member of the Advisory Board of Outward Bound, USA and the Board of Directors,
Chairman's Council and Policy and Planning Committees of the Steel Service
Center Institute.
John R. Bartholdson has been Senior Vice President, Chief Financial Officer
and Treasurer and a director of the Company since 1993. Mr. Bartholdson joined
Alco Diversified Services in the fall of 1992. Prior to joining Alco Diversified
Services, Mr. Bartholdson was employed for 14 years by Lukens, Inc., the last
five years in the position of Senior Vice President and Chief Financial Officer.
Mr. Bartholdson serves on the Board of Directors of PBHG Funds, Inc.
Paul T. Stimmler has been Vice President and Secretary of the Company since
1993. From 1989 to 1993, Mr. Stimmler was Group Vice President of Alco
Diversified Services, responsible for risk management, vehicle leasing,
advertising, benefits administration and human resources.
Kevin E. Kindig has been Controller of the Company since 1993. From 1985 to
1993, Mr. Kindig was employed by Lukens, Inc. in various positions, as
Manufacturing Accounting Manager since 1989 and as a financial analyst from 1985
to 1989. Prior thereto, Mr. Kindig was in public accounting.
Richard C. Gozon has been a director of the Company since 1993. Mr. Gozon
has been Executive Vice President of Weyerhaeuser Company since 1994. From 1960
to 1993, Mr. Gozon held various executive positions at Alco, was elected to the
Board of Directors in 1984 and served as President and Chief Operating Officer
from 1988 to 1993. Mr. Gozon serves on the Board of Directors of U.G.I.
Corporation and AmeriSource Health Corporation.
Claude F. Kronk has been a director of the Company since 1993. Mr. Kronk has
been Vice Chairman and Chief Executive Officer and a director of J&L Specialty
Steel, Inc. for a period in excess of five years. Mr. Kronk held various
positions with Jones & Laughlin Steel Corporation from 1957 to 1986. Mr. Kronk
serves on the Board of Directors of Cold Metal Products, Co.
Joseph M. Silvestri has been a director of the Company since his appointment
by CVC in 1994. Mr. Silvestri has been employed by CVC since 1990 and has been a
Vice President since 1995, responsible for evaluating, executing and monitoring
equity investments for CVC. Mr. Silvestri served as Assistant Vice
41
<PAGE>
President of CVC from 1990 to 1995. Mr. Silvestri serves on the Board of
Directors of International Media Group, Polyfibron Technologies, Inc., Frozen
Specialties, Inc., Glenoit Mills and Euramax International, Inc.
Michael A. Delaney has been a director of the Company since his appointment
by CVC in January 1996. Mr. Delaney has been a Vice President of CVC since 1989,
responsible for evaluating, executing and monitoring equity investments for CVC.
From 1986 through 1989, Mr. Delaney was Vice President of Citicorp Mergers and
Acquisitions. Mr. Delaney serves on the Board of Directors of Sybron Chemicals,
Inc., GVC Holdings, JAC Holdings, Delco Remy International, Enterprise Media,
Inc., Southern Coil Processing, Inc., Aetna Industries, CORT Business Services,
Inc., Palomar Technologies, Inc., Farm Fresh, Inc. and AmeriSource Health
Corporation.
On or about October 15, 1996, Richard Eisenstadt, age 52, intends to join
the Company as Vice President, General Counsel and Secretary. Mr. Eisenstadt has
been general counsel of Unisource Corporation, an affiliate of Alco, for a
period in excess of five years.
After the closing of this offering, all directors will be elected by the
stockholders pursuant to cumulative voting. All directors hold office until the
next annual meeting of stockholders or until their successors are duly elected
and qualified. Executive officers of the Company are elected by the Board of
Directors on an annual basis and serve at the discretion of the Board of
Directors.
Pursuant to the terms of a Stockholders' Agreement dated July 22, 1993, the
Board of Directors is comprised of the Chief Executive Officer of the Company,
three directors of the Company designated by CVC and three directors to be
elected by CVC, as proxy for the majority of stockholders of the Company, one of
whom must be John Bartholdson, until his resignation or the termination of his
employment by the Company. There is currently a vacancy on the Board of
Directors to be filled at CVC's designation. This right of designation and proxy
will terminate simultaneously with the closing of this offering.
The Board of Directors has a Compensation and an Audit Committee. The
Compensation Committee periodically reviews and evaluates the compensation of
the Company's officers, administers the Company's stock option plans and
establishes guidelines for compensation of other personnel. The Compensation
Committee is currently comprised of Messrs. Gozon, Kronk and Silvestri. The
Audit Committee communicates and receives information directly from the
Company's independent accountants. The Audit Committee is currently comprised of
Messrs. Gozon, Kronk and Delaney.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS. Directors who are also employees of the Company,
or one of its operating divisions or subsidiaries or CVC do not receive
additional compensation for serving as directors. Each director who is not an
employee of the Company, or one of its operating divisions or subsidiaries or
CVC receives an annual fee of $7,500 and a fee of $1,000 for attendance at each
Board of Directors' meeting and $500 for each committee meeting (unless held on
the same day as a Board of Directors' meeting). Directors are also reimbursed
for out-of-pocket expenses incurred in attending meetings of the Board of
Directors or committees thereof. The Company is contemplating adopting a stock
option plan for its non-employee directors.
42
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS. The following table summarizes the
compensation paid to the President and Chief Executive Officer and to each of
the three most highly compensated executive officers of the Company and its
subsidiaries, other than the President and Chief Executive Officer, for the
fiscal years ended March 31, 1996, 1995 and 1994. The Company has four officers
that perform managerial functions for the Company and are elected and qualify as
its executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) COMPENSATION(3)
- ------------------------------------- ------------ ----------- ----------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Richard C. Ill 1996 $ 280,000 $ 308,000 $ 3,080 $ 5,472
President and Chief Executive 1995 255,000 89,250 3,080 6,653
Officer 1994(4) 235,600 159,375 3,080 5,547
John R. Bartholdson 1996 $ 240,000 $ 264,000 $ 3,080 $ 4,320
Senior Vice President, Chief 1995 205,000 71,750 3,080 4,792
Financial Officer and Treasurer 1994(4) 150,000 128,125 -- 2,071
Paul T. Stimmler 1996 $ 98,500 $ 50,000 $ 1,970 $ 4,950
Vice President and Secretary 1995 92,900 23,000 1,858 3,150
1994(4) 84,500 40,000 1,690 2,826
Kevin E. Kindig 1996 $ 73,000 $ 30,000 $ 1,460 $ 462
Controller 1995 65,000 10,000 1,300 304
1994(4) 60,000 10,800 1,200 275
</TABLE>
- ------------------
(1) The amounts shown consist of cash bonuses earned in the fiscal year
identified, of which only a portion was paid in that year.
(2) "Other Annual Compensation" reflects amounts contributed by the Company to
its 401(k) Plan.
(3) The amounts shown consist of group term life insurance premiums.
(4) Compensation for fiscal year 1994 is presented on an annualized basis for
the 12 months ended March 31, 1994.
STOCK OPTION PLANS
The Company intends to adopt a 1996 Stock Option Plan (the "1996 Plan")
which will become effective upon closing of this offering. The 1996 Plan
provides for grants of stock options to officers and key employees of the
Company, or any of its operating divisions or subsidiaries, including a director
who is also a key employee. Non-employee directors of the Company are not
entitled to participate in the 1996 Plan. By encouraging stock ownership, the
Company seeks to attract, retain and motivate participants and to encourage such
participants to devote their best efforts to the business and financial success
of the Company.
Subject to adjustments in certain circumstances described below, the 1996
Plan authorizes up to 500,000 shares of Common Stock, subject to increase of
such number of shares equal to five (5%) percent of any and all Common Stock
sold pursuant to the over-allotment option granted to the Underwriters, for
issuance pursuant to the terms thereof. If and to the extent that options
granted under the 1996 Plan expire or are terminated for any reason without
being exercised, or the shares subject to the option are forfeited, the shares
of Common Stock subject to such option again would be available for grant under
the 1996 Plan.
The 1996 Plan is administered and interpreted by the Compensation Committee.
The Compensation Committee has the sole authority to administer and determine
the 1996 Plan including the determination of (i) persons to whom options may be
made under the 1996 Plan, (ii) the type, size and other terms and conditions of
each option, (iii) the time when the options will be granted and the duration of
any applicable exercise or restrictions, including the criteria for vesting and
acceleration, and (iv) other matters as set forth in the 1996 Plan.
43
<PAGE>
Options granted under the 1996 Plan may consist of (i) options intended to
qualify as incentive stock options ("ISOs") within the meaning of Section 422 of
the Internal Revenue Code of 1986 (the "Code") and (ii) "non-qualified stock
options" that are not intended to so qualify ("NQSOs"). Options may be granted
to any officer or key employee of the Company or its operating divisions and
subsidiaries.
The option price of any ISO granted under the 1996 Plan may not be less than
the fair market value of the underlying share of the Common Stock on the date of
grant. The option price of an NQSO may be greater than, equal to or less than
the fair market value of the underlying shares of Common Stock on the date of
grant. The Compensation Committee will determine the term of each option;
provided, however, that the exercise period may not exceed ten years from the
date of grant. The participants may pay the option price under the 1996 Plan (i)
in cash, (ii) with the approval of the Compensation Committee, by delivering
shares of Common Stock owned by the participant for six months and having a fair
market value on the date of exercise equal to the option price or (iii) by a
combination of the foregoing.
The Board of Directors may amend or terminate the 1996 Plan at any time;
provided however, that the Board of Directors may not amend the plan, without
stockholder approval, to (i) increase (except for increases due to adjustments
upon changes in capitalization of the Company) the aggregate number of shares of
Common Stock for which options may be granted, (ii) change the effective date,
termination or amendment provisions of the 1996 Plan or (iii) make any other
change for which stockholder approval is required under the rules and
regulations promulgated under Section 16 of the Securities Exchange Act of 1934
or the Code. The 1996 Plan will terminate upon the earlier of the tenth
anniversary of its effective date or the date it is terminated by the Board of
Directors.
It is anticipated that, if the 1996 Plan is adopted, options to purchase up
to 250,000 shares of Common Stock may be granted to certain members of
management and other key employees of the Company, including options which may
be granted to the executive officers of the Company, at or about the time of
this Prospectus, at an exercise price equal to or greater than the initial
public offering price or, if granted subsequent to the date of this Prospectus,
at or greater than the fair market value on the date of grant. Some or all of
these options may be ISOs.
EMPLOYMENT AGREEMENTS
The Company proposes to enter into employment agreements with Richard C. Ill
and John R. Bartholdson (as applicable, the "Executive"), effective October 1,
1996, pursuant to which Messrs. Ill and Bartholdson will serve as President and
Chief Executive Officer, and as Senior Vice President and Chief Financial
Officer, respectively, of the Company through September 30, 1999, unless earlier
terminated by the Board of Directors or, in certain circumstances following a
change of control transaction, by the Executive. These agreements provide for an
annual salary to Mr. Ill of not less than $291,200 and to Mr. Bartholdson of not
less than $249,600, plus incentive compensation as determined by the Board of
Directors and comparable benefits and perquisites given to other members of
senior management. Messrs. Ill and Bartholdson are entitled to severance and
other payments following the earlier termination of employment by the Company or
upon termination by the Executive following a change in control of the Company.
The Executive may terminate the employment following a change of control
transaction, if as a result of such change in control, the Executive is required
to accept a material reduction in his duties and responsibilities or a
geographical relocation or the successor company fails to assume the Executive's
employment agreement. In the event of any early termination (other than for
cause or death or disability), Messrs. Ill and Bartholdson are entitled to
receive a severance payment from the Company equal to 24 months salary. Messrs.
Ill and Bartholdson are required to devote substantially all of their time and
effort during normal business hours (reasonable sick leave and vacations
excepted) to the business and affairs of the Company.
All of the Company's executive officers are subject to agreements that
prohibit their competition with the Company for two years following termination
of employment.
44
<PAGE>
CERTAIN TRANSACTIONS
Pursuant to an Executive Stock Agreement, dated July 22, 1993, between the
Company and Richard C. Ill, the Company's President and Chief Executive Officer,
Mr. Ill purchased 3,700 shares of Class A Common Stock for $10.00 per share and
2,080 shares of Preferred Stock for $34.57 per share. In addition, on July 22,
1993, Mr. Ill purchased seven shares of Class C Common Stock for $10.00 per
share. No other shares of Class C Common Stock have been issued by the Company.
Each share of Class C Common Stock entitled Mr. Ill to 4,000 votes. Assuming
consummation of the Stock Split and the Conversions, Mr. Ill will hold 263,524
shares of Common Stock.
Pursuant to an Executive Stock Agreement, dated July 22, 1993, between the
Company and John R. Bartholdson, the Company's Senior Vice President and Chief
Financial Officer, Mr. Bartholdson purchased 3,500 shares of Class A Common
Stock for $10.00 per share and 1,970 shares of Preferred Stock for $34.57 per
share. Assuming consummation of the Stock Split and the Conversions, Mr.
Bartholdson will hold 248,876 shares of Common Stock.
Pursuant to an Executive Stock Agreement dated July 22, 1993, between the
Company and Paul T. Stimmler, the Company's Vice President and Secretary, Mr.
Stimmler purchased 900 shares of Class A Common Stock for $10.00 per share and
14% JSDs in a principal amount equal to $50,625, which mature on December 31,
2003 and bear interest at the rate of 14% per annum (the "14% JSD Terms").
Assuming consummation of the Stock Split and the Conversions, Mr. Stimmler will
hold 63,948 shares of Common Stock.
Pursuant to an Executive Stock Agreement, dated July 22, 1993, between the
Company and Kevin E. Kindig, the Company's Controller, Mr. Kindig purchased 400
shares of Class A Common Stock at $10.00 per share and 14% JSDs in a principal
amount of $22,500 on the 14% JSD Terms. Assuming consummation of the Stock Split
and the Conversions, Mr. Kindig will hold 28,422 shares of Common Stock.
Pursuant to a Purchase Agreement, dated July 22, 1993, between the Company
and CVC, the Company's majority stockholder, CVC purchased 70,000 shares of
Class B Common Stock for $10.00 per share and 26,525 shares of Preferred Stock
for $34.57 per share. Each share of Class B Common Stock entitled CVC to 6/10ths
of a vote. On September 17, 1993, CVC transferred approximately 303 shares and
277 shares, respectively, of its Class B Common Stock to Joseph M. Silvestri and
Michael A. Delaney, both directors of the Company. On December 30, 1993 and
February 17, 1995, respectively, CVC transferred approximately 750 shares of its
Class B Common Stock to each of Richard C. Gozon and Claude F. Kronk, both
directors of the Company. On September 17, 1993, CVC transferred approximately
115 and 105 shares, respectively, of Preferred Stock to each of Mr. Silvestri
and Mr. Delaney. On December 30, 1993 and February 17, 1995, respectively, CVC
transferred approximately 284 shares of Preferred Stock to each of Mr. Gozon and
Mr. Kronk. In addition, pursuant to the Purchase Agreement, CVC purchased 14%
JSDs in the principal amount of approximately $5.3 million on the 14% JSD Terms.
On September 17, 1993, CVC transferred 14% JSDs to Mr. Silvestri and Mr. Delaney
in the principal amounts of approximately $23,000 and $21,100, respectively. On
December 30, 1993 and February 17, 1995, respectively, CVC transferred 14% JSDs
to Mr. Gozon and Mr. Kronk, each in the principal amount of approximately
$57,000. Assuming the Stock Split and the CVC Exchange, CVC will hold 920,782
shares of Common Stock and 3,827,971 shares of Class D Common Stock. Assuming
consummation of the Stock Split and the Conversions, Messrs. Silvestri and
Delaney will hold 23,389 and 21,441 shares of Common Stock, respectively.
Assuming consummation of the Stock Split and the Conversions, Messrs. Gozon and
Kronk will hold 57,412 and 56,084, respectively.
On July 22, 1993, in connection with the Acquisition, the Company issued to
World Subordinated Debt Partners, L.P., an affiliate of CVC, 11% senior
subordinated notes in the principal amount of $15 million, which notes accrued
interest at the rate of 11% per annum, were payable semiannually in arrears and
were payable in full in equal installments on July 22, 2000 and July 22, 2001.
On July 19, 1996, the Company repaid these notes in full from borrowings under
the Credit Facility.
45
<PAGE>
On July 22, 1993, in connection with the issuance of certain financing the
Company issued the Warrant to World Equity Partners, L.P. ("WEP"), an affiliate
of CVC. The Warrant may be exercised through July 31, 2003 to purchase 650,000
shares of Common Stock for an aggregate purchase price of $100.00.
Certain of the Company's directors and executive officers and certain
employees of CVC have agreed to purchase from the Company, and the Company has
agreed to sell to such individuals, an aggregate maximum of 125,000 shares of
Common Stock at the price to the public less underwriting discounts and
commissions. See "Direct Sale."
46
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company, as of August 20, 1996, by: (i)
each person known to the Company to beneficially own more than 5% of the
outstanding shares of Common Stock; (ii) each director and executive officer of
the Company; and (iii) all directors and executive officers of the Company as a
group. The address of all officers and directors listed is the Company's
principal executive offices.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
PRIOR TO THIS OFFERING(1) SHARES BENEFICIALLY OWNED
-------------------------- AFTER THIS OFFERING
PERCENT OF ------------------------------
TOTAL PERCENT OF
SHARES TOTAL SHARES
NAME NUMBER(2) OUTSTANDING(3) NUMBER(2) OUTSTANDING(3)
- --------------------------------------------- ------------ ----------- ------------ --------------
<S> <C> <C> <C> <C>
Richard C. Ill............................... 263,524 3.8% 273,524(4) 2.9%
John R. Bartholdson.......................... 248,876 3.6 258,876(4) 2.7
Paul T. Stimmler............................. 63,948 * 65,448(5) *
Kevin E. Kindig.............................. 28,422 * 30,922(6) *
Richard C. Gozon............................. 57,412 * 67,412(4) *
Claude F. Kronk.............................. 56,084 * 66,084(4) *
Joseph M. Silvestri.......................... 23,389(7) * 24,389(8) *
Michael A. Delaney........................... 21,441(9) * 21,441 *
Citicorp Venture Capital, Ltd................ 5,415,324(10) 71.7 5,415,324(11) 53.2
399 Park Avenue
New York, NY 10043
All executive officers and directors as a
group (8 persons)........................... 763,096 11.0% 808,096 8.5%
</TABLE>
- ------------------
* Less than one percent.
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date of this Prospectus
upon the exercise of options and warrants. Each beneficial owner's
percentage ownership is determined by assuming that options and warrants
that are held by such person (but not those held by any other person) and
that are exercisable within 60 days from the date of this Prospectus have
been exercised. Unless otherwise noted, the Company believes that all
persons named in the table have sole voting and investment power with
respect to all shares of Common Stock beneficially owned by them.
(2) For each $14.48 of aggregate accrued interest on the JSDs and accumulated
dividends on the Preferred Stock after August 20, 1996, immediately prior
to the closing of this offering, each holder will be entitled to receive
upon the JSD Conversion and the Preferred Stock Conversion one additional
share of Common Stock or, at CVC's election, Class D Common Stock, at an
assumed initial public offering price of $16.00 per share (less
underwriting discounts and commissions and estimated offering expenses
payable by the Company).
(3) Based upon outstanding shares of Common Stock and Class D Common Stock.
(4) Increase represents 10,000 shares to be purchased pursuant to the Direct
Sale.
(5) Increase represents 1,500 shares to be purchased pursuant to the Direct
Sale.
(6) Increase represents 2,500 to be purchased pursuant to the Direct Sale.
(7) Includes 4,520 shares of Common Stock and 18,869 shares of Class D Common
Stock. Mr. Silvestri disclaims beneficial ownership relating to shares of
Common Stock and Class D Common Stock held by CVC and CVC Affiliates.
(8) Increase represents 1,000 shares to be purchased pursuant to the Direct
Sale.
(9) Includes 4,143 shares of Common Stock and 17,298 shares of Class D Common
Stock. Mr. Delaney disclaims beneficial ownership relating to shares of
Common Stock and Class D Common Stock held by CVC and CVC Affiliates.
(10) Includes 920,814 shares of Common Stock and 3,844,510 shares of Class D
Common Stock. Includes 650,000 shares of Common Stock which may be acquired
upon exercise by WEP, an affiliate of CVC, of the Warrant. Excludes an
aggregate of 258,117 shares of Common Stock and Class D Common Stock held
by CVC Affiliates, including Messrs. Silvestri and Delaney, as to which CVC
disclaims beneficial ownership.
(11) Does not include approximately 80,000 shares to be purchased by certain
employees of CVC pursuant to the Direct Sale, as to which CVC disclaims
beneficial ownership.
47
<PAGE>
DESCRIPTION OF CAPITAL STOCK
GENERAL
The Company's authorized capital stock consists of 15,000,000 shares of
Common Stock, par value $.001 per share, 6,000,000 shares of Class D Common
Stock, par value $.001 per share, and 250,000 shares of Preferred Stock, par
value $.01 per share. Upon completion of this offering, the Company will have
outstanding 5,253,354 shares of Common Stock (5,628,354 if the Underwriters'
over-allotment option is exercised in full), 4,273,519 shares of Class D Common
Stock and no shares of Preferred Stock. As of September 25, 1996, there would be
approximately 40 holders of Common Stock and 13 holders of Class D Common Stock.
COMMON STOCK
The holders of Common Stock are generally entitled to one vote for each
share held on all matters voted upon by stockholders. Subject to the rights of
any then outstanding shares of Preferred Stock, the holders of the Common Stock
are entitled to such dividends as may be declared at the discretion of the Board
of Directors out of funds legally available therefor. Holders of Common Stock
are entitled to share ratably in the net assets of the Company upon liquidation
after payment or provision for all liabilities and any preferential liquidation
rights of any Preferred Stock then outstanding. The holders of Common Stock have
no preemptive rights to purchase securities of the Company. Shares of Common
Stock are not subject to any redemption provisions and are not convertible into
any other securities of the Company. All outstanding shares of Common Stock are,
and the shares of Common Stock to be issued pursuant to this offering will be
upon payment therefor, fully paid and non-assessable.
The directors of the Company are elected by the holders of Common Stock
pursuant to cumulative voting, which gives a stockholder the right to cast as
many votes in the aggregate as he is entitled to vote under the Certificate of
Incorporation, multiplied by the number of directors to be elected. A
stockholder may cast all his votes for one director candidate or distribute such
votes among two or more director candidates, as he sees fit. Therefore,
cumulative voting may make it more difficult to change the composition of the
Board of Directors and thereby may discourage or make more difficult an attempt
by a person or group to obtain control of the Company. Any director, or the
entire Board of Directors, may be removed by the stockholders at any time, with
or without cause, by the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote for the election of
directors, except that, if less than the entire board is to be removed, no
director may be removed without cause if the votes cast against his removal
would be sufficient to elect him when cumulatively voted at an election of the
entire board of directors.
The Common Stock has been approved for listing on the NYSE subject to notice
of issuance.
CLASS D COMMON STOCK
The rights of holders of Class D Common Stock are identical and entitle the
holders thereof to the same rights, privileges, benefits and notices as the
holders of Common Stock, except that the holders of such shares are not entitled
to vote in the election of directors of the Company. On all other matters voted
upon by the stockholders, the holders of Common Stock and the Class D Common
Stock vote together as a class, except as provided by law. Under Section
242(b)(2) of the Delaware General Corporation Law, the holders of the Class D
Common Stock shall be entitled to vote as a class upon any proposed amendment to
the Company's Certificate of Incorporation if such amendment would increase or
decrease the number of shares or the par value of the shares of such class, or
alter or change the powers, preferences or special rights of the shares of such
class so as to affect them adversely. The transfer of shares of Class D Common
Stock is restricted, in the case of an individual holder, to members of the
holder's family, to trusts for his benefit or the benefit of his family, to his
estate and to his donees; in the case of trustees, to the grantor or a
designated beneficiary of such trust or their guardians or custodians, or to
persons who are permitted transferees of the grantor or such beneficiaries; in
the case of a corporation or partnership which is an original holder of such
shares, to its stockholders or partners or permitted transferees of such
stockholders or partners; in the case of any other corporation or partnership,
to persons who previously contributed such shares to such corporation or
partnership or who are permitted transferees of such persons; and, in the case
of an estate of a deceased or bankrupt or insolvent holder, to any persons,
trusts, corporations or partnerships which are otherwise entitled to own shares
of Class D Common
48
<PAGE>
Stock. A share of Class D Common Stock will automatically be converted into a
share of Common Stock at any time at the sole option of the holder. Once a share
of Class D Common Stock has been converted into Common Stock, it will no longer
be subject to any restrictions on transfer.
PREFERRED STOCK
Preferred Stock may be issued from time to time by the Board of Directors in
one or more series in connection with one or more acquisitions of the stock or
assets of another corporation or in connection with a merger of the Company with
or into another corporation. Subject to the provisions of the Company's
Certificate of Incorporation, as amended, and limitations prescribed by law, the
Board of Directors is expressly authorized to adopt resolutions to issue the
shares, to fix the number of shares and to change the number of shares
constituting any series of Preferred Stock and to provide for or change the
voting powers, designations, preferences and relative, participating, optional
or other special rights, qualifications, limitations or restrictions thereof,
including dividend rights (including whether dividends are cumulative), dividend
rates, terms of redemption (including sinking fund provisions), redemption
prices, conversion rights and liquidation preferences of the shares constituting
any series of Preferred Stock, in each case without any further action or vote
by the stockholders. The Company has no current plans to issue any series of
Preferred Stock.
One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a tender offer, proxy contest, merger
or otherwise, and thereby to protect the continuity of the Company's management.
The issuance of shares of Preferred Stock pursuant to the Board of Directors'
authority described above may adversely affect the rights of the holders of
Common Stock. For example, Preferred Stock issued by the Company may rank prior
to the Common Stock as to dividend rights, liquidation preference or both, may
have full or limited voting rights and may be convertible into shares of Common
Stock. Accordingly, the issuance of shares of Preferred Stock may discourage
bids for the Common Stock or may otherwise adversely affect the market price of
the Common Stock.
LIMITATION ON DIRECTORS' LIABILITIES
Pursuant to the Company's Certificate of Incorporation, as amended, and as
permitted by Delaware law, directors of the Company are not liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty,
except for liability in connection with a breach of duty of loyalty, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for dividend payments or stock repurchases illegal under
Delaware law or any transaction in which a director has derived an improper
personal benefit.
WARRANT
On July 22, 1993, the Company issued the Warrant to purchase an aggregate of
650,000 shares of Common Stock to WEP for an aggregate exercise price of
$100.00. The Warrant is currently exercisable for cash. The exercise price and
number of shares of Common Stock issuable upon exercise of the Warrant are
subject to adjustment under certain circumstances, including stock splits or the
issuance of stock dividends on the Common Stock, or issuance of shares of Common
Stock or securities convertible into Common Stock for a purchase price per share
less than the per share exercise price of the Warrant.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is Chase Mellon
Shareholder Services.
DIRECT SALE
Pursuant to the terms of subscription agreements with the Company, the
Company is offering, concurrent with this offering, an additional 125,000 shares
of Common Stock to certain of the Company's directors and executive officers and
certain employees of CVC, at the price to the public less underwriting discounts
and commissions. The purchasers in the Direct Sale will represent to the Company
that they are acquiring such shares for their own account and not with a view to
distribution. The Company's obligations to sell such shares, and such
individuals' obligations to purchase such shares, are subject to the purchase by
the Underwriters of the Common Stock to be purchased by them as set forth under
"Underwriting." CVC is the Company's largest stockholder. See "Principal
Stockholders."
49
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, the Company will have outstanding
5,253,354 shares of Common Stock and 4,273,519 shares of Class D Common Stock
(5,628,354 shares of Common Stock and 4,273,519 shares of Class D Common Stock
if the Underwriters' over-allotment option is exercised in full). 2,625,000 of
the shares sold in this offering will be freely tradeable without restriction
unless acquired by affiliates of the Company. None of the remaining 6,901,873
outstanding shares of Common Stock and Class D Common Stock have been registered
under the Securities Act, which means that they are "Restricted Securities"
within the meaning of Rule 144 under the Securities Act and may be resold
publicly only upon registration under the Securities Act or in compliance with
an exemption from the registration requirements of the Securities Act, including
the exemption provided by Rule 144.
791,832 shares of Common Stock and 220,770 shares of Class D Common Stock
upon conversion to Common Stock of the Restricted Securities will become
eligible for sale pursuant to Rule 144 beginning 90 days after the date of this
Prospectus if the conditions of Rule 144 are met. 125,000 shares of Common Stock
to be sold pursuant to the Direct Sale, 1,688,958 shares of Common Stock held by
affiliates, 147,564 shares of Common Stock held less than two years by
non-affiliates and 4,052,749 shares of Class D Common Stock held by affiliates
are restricted securities under Rule 144 and will not be eligible for sale
pursuant to Rule 144 beginning 90 days after the date of this Prospectus. In
general, under Rule 144 as currently in effect, if two years have elapsed since
the later of the date of the acquisition of the Restricted Securities from
either the Company or an affiliate of the Company, the acquiror or subsequent
holder (or persons whose shares are aggregated) thereof may sell, within any
three month period commencing 90 days after the date of this Prospectus, a
number of shares that does not exceed the greater of (i) 1% of the then
outstanding shares of Common Stock (52,534 shares upon completion of this
offering), or (ii) the average weekly trading volume of the Common Stock on the
NYSE during the four calendar weeks preceding the date on which notice of the
proposed sale is filed with the Securities and Exchange Commission (the
"Commission"). Sales under Rule 144 are also subject to certain manner of sale
provisions, notice requirements and the availability of current public
information about the Company. If three years have elapsed since the later of
the date of the acquisition the Restricted Securities from the Company or any
affiliate of the Company, a person (or persons whose shares are aggregated) who
is not deemed to have been an affiliate of the Company at any time for 90 days
preceding a sale would be entitled to sell such shares under Rule 144(k) without
regard to the volume limitations, manner of sale provisions or notice
requirements.
The Company and its executive officers, directors and all of its
stockholders, who beneficially own 6,901,873 shares in the aggregate, have
agreed not to offer, sell, contract to sell, or otherwise dispose of, any shares
of Common Stock or any securities convertible into, or exercisable or
exchangeable for, shares of Common Stock, for a period of 180 days after the
date of this Prospectus without the prior written consent of Alex. Brown & Sons
Incorporated.
In addition, the Warrant to acquire 650,000 shares of Common Stock will be
subject to the 180-day lock-up. Shares issued upon exercise of the Warrant will
be Restricted Securities within the meaning of Rule 144. See "Principal
Stockholders."
Additionally, the CVC Affiliates, all of whom are subject to the 180-day
lock-up agreements, have the right to demand two registrations of their shares
of Common Stock and Class D Common Stock upon conversion to Common Stock under
the Securities Act on Form S-1 at the Company's expense and an unlimited number
of registrations at the expense of the CVC Affiliates. The holder of the Warrant
has the right to demand one registration at the Company's expense. Both the CVC
Affiliates and the holder of the Warrant have the right to demand an unlimited
number of registrations on Form S-3 at the Company's expense. In addition, the
CVC Affiliates, the holder of the Warrant and certain members of management of
the Company have the right, subject to certain limitations, to have their shares
of Common Stock included in future registered public offerings of securities by
the Company at its expense.
Prior to this offering, there has been no public market for the Common
Stock, and no prediction can be made as to the effect, if any, that the sale of
shares or the availability of shares for sale will have on the market price for
the Common Stock prevailing from time to time. Nevertheless, sales, or the
availability for sale of, substantial amounts of the Common Stock in the public
market could adversely affect prevailing market prices and the ability of the
Company to raise equity capital in the future.
No earlier than 120 days after the date of this Prospectus, the Company
intends to file a registration statement under the Securities Act to register
shares of Common Stock under the 1996 Plan, thus permitting the resale of such
shares by non-affiliates in the public market without restriction under the
Securities Act. Such registration statement would become effective on filing.
50
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Underwriters named below, through their Representatives, Alex. Brown & Sons
Incorporated and Dillon, Read & Co. Inc., have severally agreed to purchase from
the Company the following respective numbers of shares of Common Stock at an
assumed initial public offering price less the underwriting discounts and
commissions set forth on the cover page of this Prospectus.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- ----------------------------------------------------------------------------------------------------- -----------
<S> <C>
Alex. Brown & Sons Incorporated......................................................................
Dillon, Read & Co. Inc...............................................................................
-----------
Total................................................................................................ 2,500,000
-----------
-----------
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase the total number of shares of Common Stock offered hereby if any of
such shares are purchased.
The Company has been advised by the Representatives that the Underwriters
propose to offer the shares of Common Stock directly to the public at the
initial public offering price set forth on the cover page of this Prospectus and
to certain dealers at such price less a concession not in excess of $ per
share. The Underwriters may allow, and such dealers may reallow, a concession
not in excess of $ per share to certain other dealers. After the initial
public offering, the offering price and other selling terms may be changed by
the Representatives.
The Company has granted to the Underwriters an option, exercisable not later
than 30 days after the date of this Prospectus, to purchase up to 375,000
additional shares of Common Stock at the initial public offering price less the
underwriting discounts and commissions set forth on the cover page of this
Prospectus. To the extent that the Underwriters exercise such option, each of
the Underwriters will have a firm commitment to purchase approximately the same
percentage thereof that the number of shares of Common Stock to be purchased by
it shown in the above table bears to 2,500,000, and the Company will be
obligated, pursuant to the option, to sell such shares to the Underwriters. The
Underwriters may exercise such option only to cover over-allotments made in
connection with the sale of Common Stock offered hereby. If purchased, the
Underwriters will offer such additional shares on the same terms as those on
which the 2,500,000 shares are being offered.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act.
The Company and its executive officers, directors and all of its
stockholders, who beneficially own 6,901,873 shares in the aggregate, have
agreed not to offer, sell, contract to sell, or otherwise dispose of, any shares
of Common Stock or any securities convertible into, or exercisable or
exchangeable for, shares of Common Stock, for a period of 180 days after the
date of this Prospectus without the prior written consent of Alex. Brown & Sons
Incorporated.
51
<PAGE>
The Representatives have advised the Company that the Underwriters do not
intend to confirm sales to any account over which they exercise discretionary
authority.
Prior to this offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price for the Common Stock will
be determined by negotiation between the Company and the Representatives. Among
the factors to be considered in such negotiations are prevailing market
conditions, the price-earning ratios and stages of development of other
companies which the Company and the Representatives believed to be comparable to
the Company, the results of operations of the Company in recent periods,
estimates of the business potential of the Company, the present state of the
Company's development and other factors deemed relevant. The Common Stock has
been approved for listing on the NYSE subject to notice of issuance. The
Underwriters have undertaken to sell lots of 100 or more shares to a minimum of
2,000 beneficial owners to meet the distribution requirements of the NYSE.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered by this
Prospectus will be passed upon for the Company by Ballard Spahr Andrews &
Ingersoll, Philadelphia, Pennsylvania. Certain legal matters related to this
offering will be passed upon for the Underwriters by Wilmer, Cutler & Pickering,
Baltimore, Maryland.
EXPERTS
The consolidated financial statements of the Company at March 31, 1996 and
1995 and for each of the years in the periods ended March 31, 1996 and 1995 and
for the ten months ended March 31, 1994, and the financial statements of
Advanced Materials Technologies, Inc. at March 31, 1996 and for the year then
ended, appearing in the Registration Statement of which this Prospectus forms a
part, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their reports thereon appearing elsewhere herein and in the Registration
Statement. Such financial statements are included herein in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
The financial statements of North Wales Controls and Quadrants Group, a
division of Teleflex Incorporated, for each of the three years in the period
ended December 31, 1995 included in this Prospectus have been so included in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement on Form S-1 with respect to the
shares of Common Stock offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information pertaining to the Company and the
shares of Common Stock offered hereby, reference is made to such Registration
Statement, including the exhibits, financial statements and schedules filed
therewith. Statements contained in this Prospectus as to the contents of any
contract or any other document are not necessarily complete and, in each
instance, reference is made to the copy of such contract or document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. The Registration Statement, including the
exhibits and schedules thereto, may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and its regional offices located
at 7 World Trade Center, 13th Floor, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such materials can be obtained from the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
The Company intends to furnish its stockholders with annual reports
containing financial statements audited by independent certified public
accountants and with quarterly reports containing unaudited summary financial
information for each of the first three quarters of each fiscal year.
52
<PAGE>
INDEX TO FINANCIAL STATEMENTS
THE TRIUMPH GROUP HOLDINGS, INC.(1): PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
<TABLE>
<S> <C>
Introduction to Unaudited Condensed Consolidated Pro Forma Financial Statements....... F-2
Unaudited Condensed Consolidated Pro Forma Statement of Income for the year ended
March 31, 1996....................................................................... F-3
Unaudited Condensed Consolidated Pro Forma Statement of Income for the three months
ended June 30, 1996.................................................................. F-4
Unaudited Condensed Consolidated Pro Forma Statement of Income for the three months
ended June 30, 1995.................................................................. F-5
Unaudited Condensed Consolidated Pro Forma Balance Sheet as of June 30, 1996.......... F-6
Notes to Unaudited Condensed Consolidated Pro Forma Financial Statements.............. F-7
THE TRIUMPH GROUP HOLDINGS, INC.(1): HISTORICAL FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors..................................... F-13
Consolidated Balance Sheets as of March 31, 1995 and 1996 and June 30, 1996
(Unaudited).......................................................................... F-14
Consolidated Statements of Income for the ten months ended March 31, 1994, the fiscal
years ended March 31, 1995 and 1996, and for the three months ended June 30, 1995 and
1996 (Unaudited)..................................................................... F-15
Consolidated Statements of Common Stockholders' Equity for the ten months ended March
31, 1994, the fiscal years ended March 31, 1995 and 1996, and for the three months
ended June 30, 1995 and 1996 (Unaudited)............................................. F-16
Consolidated Statements of Cash Flows for the ten months ended March 31, 1994, the
fiscal years ended March 31, 1995 and 1996 and for the three months ended June 30,
1995 and 1996 (Unaudited)............................................................ F-17
Notes to Consolidated Financial Statements............................................ F-18
NORTH WALES CONTROLS AND QUADRANTS GROUP(2): HISTORICAL FINANCIAL STATEMENTS
Report of Price Waterhouse LLP, Independent Accountants............................... F-30
Statement of Income for the years ended December 26, 1993, December 25, 1994 and
December 31, 1995.................................................................... F-31
Statement of Cash Flows for the years ended December 26, 1993, December 25, 1994 and
December 31, 1995.................................................................... F-32
Notes to Financial Statements......................................................... F-33
ADVANCED MATERIALS TECHNOLOGIES, INC.: HISTORICAL FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors..................................... F-38
Consolidated Balance Sheets as of March 31, 1996 and June 30, 1996 (Unaudited)........ F-39
Consolidated Statements of Income for the year ended March 31, 1996 and for the three
months ended June 30, 1996 (Unaudited)............................................... F-40
Consolidated Statements of Shareholders' Equity for the year ended March 31, 1996 and
for the three months ended June 30, 1996 (Unaudited)................................. F-41
Consolidated Statements of Cash Flows for the year ended March 31, 1996 and for the
three months ended June 30, 1996 (Unaudited)......................................... F-42
Notes to Consolidated Financial Statements............................................ F-43
</TABLE>
- --------------
(1) On August 21, 1996, The Triumph Group Holdings, Inc. amended its
certificate of incorporation to change its corporate name to Triumph Group,
Inc.
(2) Triumph Controls, Inc., a subsidiary of Triumph Group Holdings, Inc., was
formed to acquire substantially all of the assets and certain liabilities of
North Wales Controls and Quadrants Group, a division of Teleflex
Incorporated, on January 1, 1996.
F-1
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The unaudited pro forma statements of income for the fiscal year ended March
31, 1996 and for the three months ended June 30, 1996 and 1995 set forth herein
give effect to the acquisitions of Air Lab, Inc., Triumph Controls, Inc. and
Advanced Materials Technologies, Inc. ("AMTI") (the "Acquisitions"), the
refinancing of a portion of the Company's long-term debt (the "Refinancing"),
the conversion of the 14% Junior Subordinated Promissory Notes and a portion of
the 10.5% Junior Subordinated Promissory Notes, the Preferred Stock and a
portion of the minority interest in Triumph Controls, Inc. to Common Stock and
Class D Common Stock and the conversion of all Class A, Class B and Class C
common stock to Common Stock and Class D Common Stock ("the Conversions") and
the use of the assumed net proceeds of $38,010 from the offering and the Direct
Sale as if such transactions had occurred as of the beginning of each of the
periods presented. The Unaudited Condensed Consolidated Pro Forma Financial
Statements assume the term "offering" includes both the offering of Common Stock
pursuant to this Prospectus and the Direct Sale. See Notes to Unaudited
Condensed Consolidated Pro Forma Financial Statements for further explanation of
these transactions.
The unaudited condensed consolidated pro forma balance sheet as of June 30,
1996 set forth gives effect to the acquisition of AMTI, the Refinancing, the
Conversions and the offering as if such transactions had occurred on June 30,
1996.
The unaudited condensed consolidated pro forma financial statements are not
necessarily indicative of what the Company's results of operations and balance
sheet would have been had the Acquisitions, the Refinancing, the Conversions and
the offering been consummated at the indicated dates, nor are they necessarily
indicative of the Company's results of operations and balance sheet for any
future period. The Unaudited Condensed Consolidated Pro Forma Financial
Statements should be read in conjunction with the Consolidated Financial
Statements and Related Notes thereto and "Use of Proceeds" included elsewhere in
this Prospectus.
F-2
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FISCAL YEAR ENDED MARCH 31, 1996
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
------------------------------------------------
OTHER EQUITY PRO FORMA
HISTORICAL ACQUISITIONS(1) REFINANCING TRANSACTIONS PRO FORMA OFFERING AS ADJUSTED
----------- ---------------- -------------- -------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues............... $ 186,774 $ 43,394 $ -- $ -- $ 230,168 $ -- $ 230,168
Cost of products
sold.................. 139,740 24,293 -- -- 164,033 -- 164,033
Selling, general and
administrative
expenses.............. 27,288 7,145 -- (33)(4) 34,400 -- 34,400
Depreciation and
amortization.......... 3,535 2,751 -- 21(5) 6,307 -- 6,307
----------- -------- ------- ------- ----------- ------------ -----------
Operating income....... 16,211 9,205 -- 12 25,428 -- 25,428
Interest expense....... 7,318 4,000 (2,048)(2) (1,188)(6) 8,082 (2,787)(7) 5,295
----------- -------- ------- ------- ----------- ------------ -----------
Income from continuing
operations before
income tax............ 8,893 5,205 2,048 1,200 17,346 2,787 20,133
Income tax expense..... 3,699 2,082 819(3) 467(3) 7,067 1,115(3) 8,182
----------- -------- ------- ------- ----------- ------------ -----------
Income from continuing
operations............ $ 5,194 $ 3,123 $ 1,229 $ 733 $ 10,279 $ 1,672 $ 11,951
----------- -------- ------- ------- ----------- ------------ -----------
----------- -------- ------- ------- ----------- ------------ -----------
Income from continuing
operations per
share(8).............. $ 0.78 $ 1.37
----------- -----------
----------- -----------
Weighted average common
shares outstanding (in
thousands)(8)......... 7,518 7,518
----------- -----------
----------- -----------
Pro forma income from
continuing operations
per share, as
adjusted(9)........... $ 1.18
-----------
-----------
Pro forma weighted
average common shares
outstanding, as
adjusted (in
thousands)(9)......... 10,143
-----------
-----------
</TABLE>
See accompanying notes to unaudited condensed consolidated pro forma financial
statements.
F-3
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
---------------------------------------------------
OTHER EQUITY PRO FORMA
HISTORICAL ACQUISITIONS(1) REFINANCING TRANSACTIONS PRO FORMA OFFERING AS ADJUSTED
----------- ----------------- --------------- --------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................. $ 55,184 $ 6,215 $ -- $ -- $ 61,399 $ -- $ 61,399
Cost of products sold.... 39,146 3,604 -- -- 42,750 -- 42,750
Selling, general and
administrative
expenses................ 9,433 790 -- (14)(4) 10,209 -- 10,209
Depreciation and
amortization............ 1,258 394 -- 5(5) 1,657 -- 1,657
----------- ------- ------ ------ ----------- ------ -----------
Operating income......... 5,347 1,427 -- 9 6,783 -- 6,783
Interest expense......... 2,286 348 (513)(10) (324)(6) 1,797 (697)(7) 1,100
----------- ------- ------ ------ ----------- ------ -----------
Income from continuing
operations before income
tax..................... 3,061 1,079 513 333 4,986 697 5,683
Income tax expense....... 1,252 432 205(3) 127(3) 2,016 279(3) 2,295
----------- ------- ------ ------ ----------- ------ -----------
Income from continuing
operations.............. 1,809 647 308 206 2,970 418 3,388
----------- ------- ------ ------ ----------- ------ -----------
----------- ------- ------ ------ ----------- ------ -----------
Income from continuing
operations per
share(8)................ $ 0.27 $ 0.40
----------- -----------
----------- -----------
Weighted average common
shares outstanding (in
thousands)(8)........... 7,505 7,505
----------- -----------
----------- -----------
Pro forma income from
continuing operations
per share, as
adjusted(9)............. $ 0.33
-----------
-----------
Pro forma weighted
average common shares
outstanding, as adjusted
(in thousands)(9)....... 10,130
-----------
-----------
</TABLE>
See accompanying notes to unaudited condensed consolidated pro forma financial
statements.
F-4
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED JUNE 30, 1995
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
-------------------------------------------------
OTHER EQUITY PRO FORMA
HISTORICAL ACQUISITIONS(1) REFINANCING TRANSACTIONS PRO FORMA OFFERING AS ADJUSTED
----------- --------------- --------------- --------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................. $ 42,374 $ 12,225 $ -- $ -- $ 54,599 $ -- $ 54,599
Cost of products sold.... 32,078 6,709 -- -- 38,787 -- 38,787
Selling, general and
administrative
expenses................ 6,274 2,469 -- (12)(4) 8,731 -- 8,731
Depreciation and
amortization............ 721 806 -- 5(5) 1,532 -- 1,532
----------- --------------- ------ ------ ----------- ------ -----------
Operating income......... 3,301 2,241 -- 7 5,549 -- 5,549
Interest expense......... 1,600 1,189 (868)(11) (283)(6) 1,638 (697)(7) 941
----------- --------------- ------ ------ ----------- ------ -----------
Income from continuing
operations before income
tax..................... 1,701 1,052 868 290 3,911 697 4,608
Income tax expense....... 687 421 347(3) 111(3) 1,566 279(3) 1,845
----------- --------------- ------ ------ ----------- ------ -----------
Income from continuing
operations.............. 1,014 631 521 179 2,345 418 2,763
----------- --------------- ------ ------ ----------- ------ -----------
----------- --------------- ------ ------ ----------- ------ -----------
Income from continuing
operations per
share(8)................ $ 0.16 $ 0.32
----------- -----------
----------- -----------
Weighted average common
shares outstanding (in
thousands)(8)........... 7,397 7,397
----------- -----------
----------- -----------
Pro forma income from
continuing operations
per share, as
adjusted(9)............. $ 0.28
-----------
-----------
Pro forma weighted
average common shares
outstanding, as adjusted
(in thousands)(9)....... 10,022
-----------
-----------
</TABLE>
See accompanying notes to unaudited condensed consolidated pro forma financial
statements.
F-5
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
JUNE 30, 1996
ASSETS
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
-----------------------------------------
OTHER
EQUITY PRO FORMA AS
HISTORICAL ACQUISITION(12) REFINANCING(13) TRANSACTIONS(14) PRO FORMA OFFERING(15) ADJUSTED
------------ ------------ ----------- ------------ ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current assets:
Cash................... $ 430 $-- $-- $128 $ 558 $1,219 $ 1,777
Accounts Receivable.... 32,086 4,547 -- -- 36,633 -- 36,633
Inventories............ 48,295 1,451 -- -- 49,746 -- 49,746
Prepaid expenses and
other................. 2,490 15 -- -- 2,505 -- 2,505
Deferred income
taxes................. 3,345 -- -- (1,000) 2,345 -- 2,345
------------ ------------ ----------- ------------ ----------- ------------- ------------
Total current assets..... 86,646 6,013 -- (872) 91,787 1,219 93,006
Property and equipment,
net..................... 36,441 8,000 -- -- 44,441 -- 44,441
Excess of cost over net
assets acquired......... 10,234 2,706 -- 520 13,460 -- 13,460
Intangible assets........ 6,516 4,554 -- -- 11,070 -- 11,070
Other assets............. 2,460 23 (429) -- 2,054 -- 2,054
------------ ------------ ----------- ------------ ----------- ------------- ------------
Total assets............. $142,297 $21,296 $ (429) $ (352) $162,812 $ 1,219 $164,031
------------ ------------ ----------- ------------ ----------- ------------- ------------
------------ ------------ ----------- ------------ ----------- ------------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
PRO FORMA ADJUSTMENTS
-----------------------------------------
OTHER
EQUITY PRO FORMA AS
HISTORICAL ACQUISITION REFINANCING TRANSACTIONS PRO FORMA OFFERING ADJUSTED
------------ ------------ ----------- ------------ ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current liabilities:
Accounts payable....... $ 14,213 $ 478 $-- $-- $14,691 $-- $ 14,691
Accrued expenses....... 14,161 272 (975) -- 13,458 -- 13,458
Income taxes payable... 3,458 1,226 (996) (1,000) 2,688 -- 2,688
Deferred income
taxes................. -- 813 -- -- 813 -- 813
Current portion of
long-term debt........ 5,206 316 (47) -- 5,475 -- 5,475
------------ ------------ ----------- ------------ ----------- ------------- ------------
Total current
liabilities............. 37,038 3,105 (2,018) (1,000) 37,125 -- 37,125
Long-term debt, less
current portion......... 76,261 12,451 3,082 (9,531) 82,263 (36,791) 45,472
Other liabilities........ 2,426 3,888 -- (80) 6,234 -- 6,234
Deferred income taxes.... 7,051 1,688 -- -- 8,739 -- 8,739
Redeemable preferred
stock................... 2,854 -- -- (2,854) -- -- --
Common stock............. 6 -- -- 1 7 2 9
Capital in excess of par
value................... 1,086 164 -- 14,902 16,067 38,008 54,075
Treasury stock, at cost.. (85) -- -- -- -- -- --
Retained earnings........ 15,660 -- (1,493) (1,790) 12,377 -- 12,377
------------ ------------ ----------- ------------ ----------- ------------- ------------
Total common
stockholders' equity.... $ 16,667 164 (1,493) 13,113 28,451 38,010 66,461
------------ ------------ ----------- ------------ ----------- ------------- ------------
Total liabilities and
stockholders' equity.... $142,297 $21,296 $ (429) $ (352) $162,812 $ 1,219 $164,031
------------ ------------ ----------- ------------ ----------- ------------- ------------
------------ ------------ ----------- ------------ ----------- ------------- ------------
</TABLE>
See accompanying unaudited condensed notes to consolidated pro forma financial
statements.
F-6
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
PRO FORMA FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ACQUISITIONS
The Company made the following acquisitions during the last year:
<TABLE>
<CAPTION>
DATE OF AGGREGATE
BUSINESS PURCHASE PURCHASE PRICE
- ----------------------------------------------------------------- ---------- ---------------
<S> <C> <C>
Air Lab, Inc..................................................... 10/2/95 $ 3,400
Triumph Controls, Inc............................................ 1/1/96 $ 40,100
AMTI............................................................. 7/31/96 $ 21,300
</TABLE>
The acquisitions of Air Lab, Inc. and Triumph Controls, Inc. were made
through the acquisition of assets and assumption of certain liabilities, while
the acquisition of AMTI was made through the purchase of all the outstanding
common stock. Each acquisition was accounted for using the purchase method. On
January 31, 1996, AMTI acquired the assets and assumed certain liabilities of
Special Processes of Arizona, Inc. (SPOA), for approximately $1.5 million
including cash and a promissory note.
The pro forma results of operations adjustments are those necessary to
reflect the Company's income from continuing operations as if each acquisition
took place at the beginning of the period presented. The results of operations
of SPOA are included in the pro forma adjustments for periods subsequent to the
date of acquisition by AMTI only. The pro forma balance sheet includes
adjustments to reflect the purchase of AMTI, as it was the only acquisition to
occur subsequent to June 30, 1996. The following are the components of the
aggregate purchase price of AMTI:
<TABLE>
<S> <C>
Cash consideration................................................ $ 7,950
Liabilities assumed and costs related to the transaction.......... 9,250
Amounts due under the covenant not-to-compete contract............ 2,800
Deferred taxes.................................................... 1,300
---------
Total purchase price.............................................. $ 21,300
---------
---------
</TABLE>
REFINANCING
On July 19, 1996, the Company entered into an unsecured five year credit
agreement for a $50,000 revolving credit facility and a $35,000 term loan.
Proceeds from the new credit agreement were used to retire its revolving credit
facility and senior term loans (existing credit facility) and senior
subordinated notes. The refinancing resulted in an interest savings of 175 basis
points over the existing credit facility and 385 basis points (based on weighted
average interest rates for the year ended March 31, 1996) over the existing
senior subordinated notes. Additionally, the Company reduced its annual
commitment fee by $115. Due to the retirement of debt, the Company recorded an
extraordinary loss of $1,478, net of a tax benefit of $985, in July 1996 (at
June 30, 1996 the extraordinary loss would have been $1,493, net of a tax
benefit of $995 had the refinancing been consummated at such date) related to
prepayment penalties incurred and the write-off of deferred financing fees
related to the existing debt. This loss is reflected as an adjustment to
retained earnings in the pro forma balance sheet as of June 30, 1996.
OTHER EQUITY TRANSACTIONS
In conjunction with this offering, the Company has elected to exchange a
portion of the common stock of Triumph Controls, Inc. held by certain minority
shareholders (approximately 5% of the total outstanding) for 41,405 shares of
Common Stock of the Company valued as of June 30, 1996. As a result of the
conversion, $520 will be recorded as excess of cost over net assets acquired to
reflect the excess of fair market value (based on an assumed net initial public
offering price of $16.00 per share less underwriting discounts and commissions
and estimated offering expenses payable by the Company) over book value as an
increase in the purchase price of Triumph Controls, Inc. Additionally, the
Company
F-7
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
PRO FORMA FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
intends to exchange its 10.5% junior subordinated promissory notes held by
members of management of Triumph Controls, Inc., plus accrued interest, at an
assumed initial public offering price of $16 per share (less underwriting
discounts and commissions and estimated offering expenses payable by the
Company). These conversions are reflected in the June 30, 1996 pro forma balance
sheet. Pro forma net income related to the minority shareholder's interest and
interest expense related to the notes is added back to the results of operations
for each period in the pro forma income statements.
In conjunction with this offering, the Company intends to exchange its 14%
junior subordinated promissory notes plus accrued interest and preferred stock
at liquidation value plus accumulated dividends for shares of Common Stock at an
assumed initial public offering price of $16 per share (less underwriting
discounts and commissions and estimated offering expenses payable by the
Company). As a result of this exchange and the exchange noted above, 982,073
shares (as of June 30, 1996) of the Company's stock will be issued to the
holders of the notes and preferred stock. The exchange is reflected in the pro
forma balance sheet as of June 30, 1996. Interest expense related to the notes
is added back to the results of operations for each period in the pro forma
income statements.
As a result of the transactions described herein, holders of the stock
options have the right to purchase junior subordinated promissory notes which,
in conjunction with this offering, immediately convert into shares of Common
Stock at an assumed initial public offering price of $16 per share (less
underwriting discounts and commissions and estimated offering expenses payable
by the Company). The exercise of the options and the purchase and exchange of
the attached junior subordinated promissory notes have been included in the pro
forma balance sheet as of June 30, 1996.
STATEMENTS OF INCOME
(1) The pro forma results of operations adjustments are those necessary to
reflect the Company's income from continuing operations as if each
acquisition took place at the beginning of the period presented. The results
of operations of SPOA are included in the pro forma adjustments for periods
subsequent to the date of acquisition by AMTI only.
<TABLE>
<CAPTION>
NINE MONTHS TWELVE
SIX MONTHS ENDED MONTHS
ENDED DECEMBER 31, ENDED
OCTOBER 1, 1995 MARCH 31,
1995 --------------- 1996 NET
------------- TRIUMPH ----------- PRO FORMA PRO FORMA
AIR LAB, INC. CONTROLS, INC. AMTI ADJUSTMENTS ACQUISITIONS
------------- --------------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Revenue........................................... 1,985 24,373 17,036 -- 43,394
Cost of products sold............................. 811 13,873 9,609 -- 24,293
Selling, general and administrative............... 877 4,396 5,298 (3,426)(a) 7,145
Depreciation and amortization..................... 15 338 314 2,084(b) 2,751
----- ------- ----------- ------ -------------
Income from operations............................ 282 5,766 1,815 1,342 9,205
Interest expense.................................. -- -- -- 4,000(c) 4,000
----- ------- ----------- ------ -------------
Income from continuing operations
before income tax expense........................ 282 5,766 1,815 (2,658) 5,205
Income tax expense................................ -- -- -- 2,082(d) 2,082
----- ------- ----------- ------ -------------
Income from continuing operations................. 282 5,766 1,815 (4,740) 3,123
----- ------- ----------- ------ -------------
----- ------- ----------- ------ -------------
</TABLE>
F-8
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
PRO FORMA FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
PRO FORMA NET PRO FORMA
AMTI ADJUSTMENTS ACQUISITIONS
----- --------------- -----------------
<S> <C> <C> <C>
Revenue.............................................................. 6,215 -- 6,215
Cost of products sold................................................ 3,604 -- 3,604
Selling, general and administrative.................................. 790 -- 790
Depreciation and amortization........................................ 137 257(b) 394
----- ------ -----
Income from operations............................................... 1,684 (257) 1,427
Interest expense..................................................... -- 348(c) 348
----- ------ -----
Income from continuing operations before income tax expense.......... 1,684 (605) 1,079
Income tax expense................................................... -- 432(d) 432
----- ------ -----
Income from continuing operations.................................... 1,684 (1,037) 647
----- ------ -----
----- ------ -----
</TABLE>
THREE MONTHS ENDED JUNE 30, 1995
<TABLE>
<CAPTION>
TRIUMPH PRO FORMA NET PRO FORMA
AIR LAB, INC. CONTROLS, INC. AMTI ADJUSTMENTS ACQUISITIONS
----------------- ----------------- ----- --------------- -----------------
<S> <C> <C> <C> <C> <C>
Revenue.................................. 992 8,467 2,766 -- 12,225
Cost of products sold.................... 406 4,712 1,591 -- 6,709
Selling, general and administrative...... 438 1,472 486 73(a) 2,469
Depreciation and amortization............ 7 137 58 604(b) 806
--- ----- ----- ------ -------
Income from operations................... 141 2,146 631 (677) 2,241
Interest expense......................... -- -- -- 1,189(c) 1,189
--- ----- ----- ------ -------
Income from continuing operations before
income tax expense...................... 141 2,146 631 (1,866) 1,052
Income tax expense....................... -- -- -- 421(d) 421
--- ----- ----- ------ -------
Income from continuing operations........ 141 2,146 631 (2,287) 631
--- ----- ----- ------ -------
--- ----- ----- ------ -------
</TABLE>
(a) Certain amounts, aggregating $3,450 and $50, were excluded from
selling, general and administrative expenses for the year ended March 31,
1996 and for the three months ended June 30, 1995 as they related to
expenses incurred prior to the acquisitions which are neither recurring
nor indicative of future operations. Adjustments also include a charge
for the minority interest's investment in Triumph Controls, Inc.
(b) Reflects increase in depreciation and amortization expense in excess of
historical amounts as a result of the following factors: (i) fair market
value of property, plant, and equipment acquired of $15,300, resulting in
additional depreciation of $873, $84 and $251 for the year ended March
31, 1996 and the three months ended June 30, 1996 and 1995, respectively;
(ii) excess of cost over net assets acquired of $12,213, resulting in
additional amortization of $384, $18 and $122 for the year ended March
31, 1996 and the three months ended June 30, 1996 and 1995, respectively;
and (iii) other intangible assets acquired of $10,016 resulting in
additional amortization of $827, $155, and $231 for the year ended March
31, 1996 and the three months ended June 30, 1996 and 1995, respectively.
Intangible assets consist primarily of patents, trademarks, aerospace
designs and covenants not-to-compete. Such assets are amortized on a
straight line basis over their estimated useful lives which range from
six to twenty-five years. The excess of cost over fair value of net
assets acquired is amortized on a straight-line basis over twenty-five
years.
F-9
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
PRO FORMA FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(c) Adjustments to interest expense for the year ended March 31, 1996
consist of: (i) $3,196 for interest incurred under the Company's existing
credit facility used to finance the purchases and fund operations of the
acquired companies and amounts incurred pertaining to actual borrowings
under the senior term loans used to purchase the companies at historical
rates; (ii) $493 for interest incurred related to the subordinated
promissory note and junior subordinated promissory notes arising as a
result of the acquisitions; (iii) $71 for amortization of deferred
financing costs, classified as interest, pertaining to the Company's
increase in senior term loans outstanding as a result of the
acquisitions; and (iv) $240 incurred related to the interest cost
associated with long-term covenants not-to-compete with the previous
owners of certain acquired companies.
Adjustments to interest expense for the quarter ended June 30, 1996
consist of: (i) $292 for interest incurred through the Company's existing
credit facility used to fund the acquired companies at historical
interest rates; and (2) $56 incurred related to the interest cost
associated with long-term covenants not-to-compete with the previous
owners of certain acquired companies.
Adjustments to interest expense for the quarter ended June 30, 1995
consist of: (i) $937 for interest incurred through the Company's existing
credit facility used to fund the acquired companies and amounts incurred
pertaining to actual borrowings on the senior term loans used to purchase
the companies at historical interest rates; (ii) $164 for interest
incurred related to the subordinated promissory note and junior
subordinated promissory notes arising as a result of the acquisitions;
(iii) $24 amortization of deferred financing costs, classified as
interest, pertaining to the Company's increase in senior term loans
outstanding as a result of the acquisition; and (iv) $64 incurred related
to the interest cost associated with long-term covenants not-to-compete
with the previous owners of certain acquired companies.
(d) Represents the tax provision arising from the pro forma adjustments
discussed herein based on the Company's estimated tax rate of 40.0%.
(2) Adjusted for interest savings consisting of: (i) a $579 and $1,162 net
reduction of interest expense on the senior subordinated notes and existing
credit facility, respectively, as a result of changes in interest rates
under the refinancing. The new credit facility is assumed to bear interest
at a weighted average rate of 7.1% for the year ended March 31, 1996, which
is representative of historical interest rates plus the basis points
specified in the new credit agreement; and (ii) a $307 reduction in
amortization of deferred financing fees and commitment fees.
(3) Represents the tax provision arising from the pro forma adjustments
discussed herein (excluding the portion of the Company's income attributable
to the minority interest's investment in Triumph Controls, Inc.) based on
the Company's estimated tax rate of 40.0%.
(4) Represents the portion of the Company's income attributable to the minority
interest's investment in Triumph Controls, Inc. which will convert to Common
Stock. (See "Other Equity Transactions".)
(5) Represents amortization of excess of cost over net assets acquired (See
"Other Equity Transactions"). Amount is amortized using the straight-line
method over a period of twenty-five years.
(6) Adjustment reflects interest savings on the junior subordinated promissory
notes converted to Common Stock.
F-10
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
PRO FORMA FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(7) Adjustment to eliminate interest expense as a result of the reduction in
principal of the revolving credit facility of $31,291 and the reduction in
principal of the 10% subordinated note of $5,500 through the use of the
proceeds from the Offering.
(8) Earnings per share information represents the Company's per share data and
weighted average Common Stock outstanding restated to give effect to the
65-for-one stock split to be effected immediately prior to this offering,
the dilutive effects of the Warrant and stock issued during the period
commencing 12 months prior to the initial filing of the proposed initial
public offering at prices below the anticipated public offering price and an
adjustment for the interest on the junior subordinated promissory notes, net
of tax expense. Income from continuing operations represents the amounts
reflected in the Company's Consolidated Financial Statements. Primary and
fully diluted earnings per share are the same. See Note 2 to the Company's
Consolidated Financial Statements.
(9) The calculation of pro forma, as adjusted weighted average number of shares
outstanding is as follows:
<TABLE>
<CAPTION>
THREE MONTHS
------------------------
YEAR ENDED ENDED ENDED
MARCH 31, JUNE 30, JUNE 30,
1996 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
Weighted average shares outstanding........................ 5,851 5,851 5,805
Warrants outstanding....................................... 650 650 650
Stock options issued within one year of the initial
offering.................................................. 35 35 35
Assumed conversion of TCI minority interest................ 36 36 36
Assumed exchange of preferred shares....................... 309 278 321
Assumed exchange of 14% junior subordinated promissory
notes..................................................... 637 547 658
Shares issued in connection with the initial public
offering and direct sale to be used to reduce debt........ 2,625 2,625 2,625
----------- ----------- -----------
Pro Forma weighted average shares outstanding, as
adjusted.................................................. 10,143 10,022 10,130
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
(10) Adjusted for interest savings consisting of: (i) a $167 and $269 net
reduction of interest expense on the senior subordinated notes and existing
credit facility, respectively, as a result of changes in interest rates
under the refinancing. The new credit facility is assumed to bear interest
at a weighted average rate of 6.6% for the quarter ended June 30, 1996 and
is representative of historical rates plus the basis points specified in the
new credit agreement; and (ii) a $77 reduction in amortization of deferred
financing fees and commitment fees.
(11) Adjusted for interest savings consisting of: (i) $136 and $644 net
reduction of interest expense on the senior subordinated notes and the
existing credit facility, respectively, as a result of changes in interest
rates under the refinancing. The new credit facility is assumed to bear
interest at a weighted average rate of 7.4% for the quarter ended June 30,
1995, which is representative of historical interest rates plus the basis
points specified in the new credit agreement; and (ii) a $88 reduction in
amortization of deferred financing fees and commitment fees.
F-11
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
PRO FORMA FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
BALANCE SHEET
(12) The pro forma acquisition adjustments reflect the opening balance sheet of
AMTI as though the acquisition had occurred on June 30, 1996. The historical
financial position of AMTI has been adjusted to include the write-up of
fixed assets of $3,407 to estimated fair value; the recording of excess of
cost over net assets acquired of $2,706; the recording of the gross value of
the previous owner's covenant not-to-compete of $3,720 and its related
present value liability; and the increase in the Company's long-term debt
and other accrued liabilities to record costs related to the acquisition.
The excess of the market price (at an assumed initial public offering price
of $16.00 -- less underwriting discounts and commissions and estimated
offering expenses payable by the Company) over the exercise price ($1.87) of
13,000 stock options issued to the previous owner of AMTI is also included
in the pro forma adjustments, valued at $164. The allocation of the purchase
price is based upon estimates and will be finalized during the current year.
Management does not anticipate the final allocation of the purchase price to
be materially different from the preliminary allocation.
(13) Adjustments reflect: (i) the write-off of the deferred financing fees
related to the existing credit facility; (ii) prepayment penalties
associated with early extinguishment of the senior subordinated note and the
existing credit facility; (iii) payment of accrued interest related to the
senior subordinated note and the existing credit facility, and the net
increase in debt necessary to fund the prepayment penalties and the
financing fees related to the new credit facility.
(14) Adjustments reflect (i) the reclassification of the deferred taxes related
to interest on the 14% junior subordinated promissory notes; (ii) the
accretion of the preferred stock from its value as of June 30, 1996 to its
liquidation value which is reflected as an adjustment to retained earnings
and (iii) the conversion of the junior subordinated promissory notes
(principal and accrued interest of 9,055 and 476 for the 14% and 10.5%
junior subordinated promissory notes, respectively, as of June 30, 1996),
the preferred stock (at the liquidation value plus accumulated dividends as
of June 30, 1996) and a portion of the minority interest in Triumph
Controls, Inc. to the Company's Common Stock.
(15) Adjustments give effect to the sale of shares of Common Stock offered by
the Company hereby and the application of the net proceeds thereof to
extinguish the outstanding balance related to the pro forma revolving credit
facility of $31,291 and to reduce the senior subordinated promissory note by
$5,500.
F-12
<PAGE>
REPORT OF ERNST & YOUNG LLP , INDEPENDENT AUDITORS
Board of Directors and Stockholders
The Triumph Group Holdings, Inc.
We have audited the accompanying consolidated balance sheets of The Triumph
Group Holdings, Inc. as of March 31, 1996 and 1995, and the related consolidated
statements of income, common stockholders' equity, and cash flows for each of
the two years in the period ended March 31, 1996 and for the ten months ended
March 31, 1994. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of The Triumph
Group Holdings, Inc. at March 31, 1996 and 1995, and the consolidated results of
its operations and its cash flows for each of the two years in the period ended
March 31, 1996 and for the ten months ended March 31, 1994, in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
August 22, 1996
F-13
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
MARCH 31,
----------------------
1995 1996
---------- ---------- JUNE 30,
1996
------------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash............................................................................ $ 746 $ 539 $ 430
Accounts receivable, less allowance for doubtful accounts of $766,
$973 and $1,011, respectively.................................................. 27,881 29,680 32,086
Inventories..................................................................... 30,474 45,098 48,295
Estimated net realizable value of business sold or discontinued, current........ 9,296 27,350 1,800
Prepaid expenses and other...................................................... 378 698 690
Deferred income taxes........................................................... 1,878 1,917 3,345
---------- ---------- ------------
Total current assets.............................................................. 70,653 105,282 86,646
Property and equipment, at cost:
Land............................................................................ 3,009 3,009 3,009
Buildings and improvements...................................................... 7,072 7,438 7,602
Machinery and equipment......................................................... 21,437 32,823 33,535
---------- ---------- ------------
31,518 43,270 44,146
Less accumulated depreciation................................................... 3,933 6,718 7,705
---------- ---------- ------------
27,585 36,552 36,441
Other net assets of business sold or discontinued................................. 10,869 -- --
Excess of cost over net assets acquired, less accumulated amortization
of $0, $105 and $209, respectively............................................... -- 10,339 10,234
Intangible assets, less accumulated amortization of $656, $1,110 and
$1,274 respectively.............................................................. 1,134 6,680 6,516
Other assets...................................................................... 1,145 2,553 2,460
---------- ---------- ------------
Total assets...................................................................... $ 111,386 $ 161,406 $ 142,297
---------- ---------- ------------
---------- ---------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................ $ 18,047 $ 18,203 $ 14,213
Accrued expenses................................................................ 9,506 15,757 14,161
Income taxes payable............................................................ 542 2,137 3,458
Current portion of long-term debt............................................... 2,949 8,806 5,206
---------- ---------- ------------
Total current liabilities......................................................... 31,044 44,903 37,038
Long-term debt, less current portion.............................................. 68,789 89,963 76,261
Other liabilities................................................................. 783 1,992 2,426
Deferred income taxes............................................................. 2,764 6,831 7,051
Redeemable preferred stock, 14% cumulative, $.01 par value 30,575
shares authorized and issued..................................................... 1,912 2,652 2,854
Common stockholders' equity:
Common stock, $.001 par value:
Class A -- 6,500,455 shares authorized; 1,300,000 shares issued............... 1 1 1
Class B convertible -- 4,550,000 shares authorized and issued................. 5 5 5
Class C convertible -- 455 shares authorized and issued....................... -- -- --
Capital in excess of par value.................................................. 994 1,006 1,086
Treasury stock, at cost......................................................... (9) -- (85)
Retained earnings............................................................... 5,103 14,053 15,660
---------- ---------- ------------
Total common stockholders' equity................................................. 6,094 15,065 16,667
---------- ---------- ------------
Total liabilities and common stockholders' equity................................. $ 111,386 $ 161,406 $ 142,297
---------- ---------- ------------
---------- ---------- ------------
</TABLE>
See notes to consolidated financial statements.
F-14
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
TEN MONTHS THREE MONTHS ENDED
ENDED YEAR ENDED MARCH 31, JUNE 30,
MARCH 31, ------------------------ --------------------
1994 1995 1996 1995 1996
------------ ----------- ----------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales......................................... $ 129,995 $ 164,165 $ 186,774 $ 42,374 $ 55,184
Operating costs and expenses:
Cost of products sold........................... 97,095 125,836 139,740 32,078 39,146
Selling, general, and administrative............ 17,966 22,060 27,288 6,274 9,433
Depreciation and amortization................... 1,993 2,718 3,535 721 1,258
------------ ----------- ----------- --------- ---------
117,054 150,614 170,563 39,073 49,837
------------ ----------- ----------- --------- ---------
Operating income.................................. 12,941 13,551 16,211 3,301 5,347
Interest expense.................................. 4,908 6,589 7,318 1,600 2,286
------------ ----------- ----------- --------- ---------
Income from continuing operations, before income
taxes............................................ 8,033 6,962 8,893 1,701 3,061
Income tax expense................................ 3,125 2,598 3,699 687 1,252
------------ ----------- ----------- --------- ---------
Income from continuing operations................. 4,908 4,364 5,194 1,014 1,809
Income (loss) from discontinued operations........ (462) (2,852) 4,496 109 --
------------ ----------- ----------- --------- ---------
Net income........................................ $ 4,446 $ 1,512 $ 9,690 $ 1,123 $ 1,809
------------ ----------- ----------- --------- ---------
------------ ----------- ----------- --------- ---------
Income from continuing operations per share....... $ 0.73 $ 0.67 $ 0.78 $ 0.16 $ 0.27
Income from discontinued operations per share..... (0.06) (0.38) 0.60 0.01 --
------------ ----------- ----------- --------- ---------
Net income per share.............................. $ 0.67 $ 0.29 $ 1.38 $ 0.17 $ 0.27
------------ ----------- ----------- --------- ---------
------------ ----------- ----------- --------- ---------
Shares used in computing income per share (in
thousands)....................................... 7,219 7,360 7,518 7,397 7,505
------------ ----------- ----------- --------- ---------
------------ ----------- ----------- --------- ---------
</TABLE>
See notes to consolidated financial statements.
F-15
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL IN
------------------------------- EXCESS OF TREASURY RETAINED
CLASS A CLASS B CLASS C PAR VALUE STOCK EARNINGS TOTAL
--------- --------- --------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 1, 1993
(inception)........................ $ 1 $ 5 $ -- $ 994 $ -- $ -- $ 1,000
Net income........................ 4,446 4,446
Preferred stock dividends......... (357) (357)
Accretion of preferred stock...... (9) (9)
--------- --------- --------- ----------- ----------- --------- ---------
Balance at March 31, 1994........... 1 5 -- 994 -- 4,080 5,080
Net income........................ 1,512 1,512
Preferred stock dividends......... (473) (473)
Accretion of preferred stock...... (16) (16)
Purchase of shares of Class A
common stock..................... (9) (9)
--------- --------- --------- ----------- ----------- --------- ---------
Balance at March 31, 1995........... 1 5 -- 994 (9) 5,103 6,094
Net income........................ 9,690 9,690
Preferred stock dividends......... (594) (594)
Accretion of preferred stock...... (146) (146)
Sale of shares of Class A common
stock............................ 12 9 21
--------- --------- --------- ----------- ----------- --------- ---------
Balance at March 31, 1996........... 1 5 -- 1,006 -- 14,053 15,065
Net income (unaudited)............ 1,809 1,809
Preferred stock dividends
(unaudited)...................... (166) (166)
Accretion of preferred stock
(unaudited)...................... (36) (36)
Compensation in stock options
issued to employee (unaudited)... 80 80
Purchase of shares of Class A
common stock (unaudited)......... (85) (85)
--------- --------- --------- ----------- ----------- --------- ---------
Balance at June 30, 1996
(unaudited)...................... $ 1 $ 5 -- $ 1,086 $ (85) $ 15,660 $ 16,667
--------- --------- --------- ----------- ----------- --------- ---------
--------- --------- --------- ----------- ----------- --------- ---------
</TABLE>
See notes to consolidated financial statements.
F-16
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
TEN MONTHS YEAR ENDED MARCH 31, THREE MONTHS
ENDED ENDED JUNE 30,
MARCH 31, --------------------- ----------------------
1994 1995 1996 1995 1996
------------ --------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income................................................. $ 4,446 $ 1,512 $ 9,690 $ 1,123 $ 1,809
Adjustments to reconcile net income to net cash provided by
operating activities:
Discontinued operations.................................. 1,314 3,738 (4,396) (5,180) --
Depreciation and amortization............................ 1,993 2,718 3,535 721 1,258
Other amortization included in interest expense.......... 210 252 276 63 87
Provision (benefit) for deferred and imputed income
taxes................................................... 864 877 719 289 (178)
Interest on senior and junior subordinated promissory
notes paid by issuance of additional notes.............. 614 993 1,161 271 626
Compensation in stock options issued to employee......... -- -- -- -- 80
Changes in assets and liabilities, net of acquisitions
and dispositions of businesses:
Accounts receivable.................................... (3,461) (7,175) 3,783 660 (2,406)
Inventories............................................ 4,340 (2,979) (4,201) (5,286) (3,197)
Prepaid expenses and other current assets.............. (365) 318 353 2 8
Accounts payable, accrued expenses, and accrued income
taxes payable......................................... 2,782 4,867 4,627 (3,136) (4,265)
Other.................................................. (123) 526 554 120 (592)
------------ --------- ---------- ---------- ----------
Net cash provided by (used in) operating activities........ 12,614 5,647 16,101 (10,353) (6,770)
INVESTING ACTIVITIES
Capital expenditures, net.................................. (1,531) (3,229) (1,897) (478) (876)
Proceeds from sale of property and equipment of
discontinued operation.................................... 798 375 -- -- 25,550
Proceeds from sale of company, net of cash sold............ -- 1,192 -- -- --
Cost of businesses acquired, net of cash acquired.......... (623) -- (34,137) -- --
------------ --------- ---------- ---------- ----------
Net cash (used in) provided by investing activities........ (1,356) (1,662) (36,034) (478) 24,674
FINANCING ACTIVITIES
Net (decrease) increase in revolving credit................ (9,555) (617) 2,129 10,881 (13,050)
(Purchase) sale of treasury stock.......................... -- (9) 21 21 (85)
Proceeds from issuance of long-term debt................... -- -- 20,827 23 40
Payments related to long-term debt......................... (1,957) (3,040) (3,251) (711) (4,918)
------------ --------- ---------- ---------- ----------
Net cash (used in) provided by financing activities........ (11,512) (3,666) 19,726 10,214 (18,013)
------------ --------- ---------- ---------- ----------
(Decrease) increase in cash................................ (254) 319 (207) (617) (109)
Cash at beginning of period................................ 681 427 746 746 539
------------ --------- ---------- ---------- ----------
Cash at end of period...................................... $ 427 $ 746 $ 539 $ 129 $ 430
------------ --------- ---------- ---------- ----------
------------ --------- ---------- ---------- ----------
NON CASH INVESTING AND FINANCING ACTIVITIES
Seller note related to acquired business................... 5,500
Assumption of liabilities related to acquisitions.......... 3,800
Non-cash proceeds from divestiture of discontinued
operation................................................. 10,300
Redeemable preferred stock issued in lieu of cash dividend
payments and accretion to face value...................... 325 530 740 144 202
</TABLE>
See notes to consolidated financial statements.
F-17
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)
1. BASIS OF PRESENTATION AND FORMATION OF THE TRIUMPH GROUP HOLDINGS, INC.
The Triumph Group Holdings, Inc. ("Holdings") is a Delaware corporation
which was formed by Citicorp Venture Capital and other investors, including
members of management of The Triumph Group, Inc. ("Triumph"), a wholly-owned
subsidiary of Holdings, and Triumph's wholly-owned subsidiaries to acquire,
effective June 1, 1993, certain operations of Alco Standard Corporation ("Alco")
which are engaged in aviation services, paper converting (which was subsequently
discontinued), and metals converting and distribution (the "acquisition").
The accompanying financial statements present the consolidated financial
position, results of operations, and cash flows of Holdings and its subsidiaries
(collectively, the "Company") as of the dates indicated. Intercompany accounts
and transactions have been eliminated from the consolidated financial
statements.
The aggregate purchase price of $115,167 for the acquisition, including
$3,500 of related costs, was allocated to assets based on their estimated fair
values. In addition, the Company assumed certain liabilities of $28,467. The net
purchase was financed as follows:
<TABLE>
<S> <C> <C>
Cash from initial capitalization of the Company:
Common stock................................................... $ 900
Cumulative redeemable preferred stock.......................... 1,057
Junior subordinated promissory notes........................... 6,043 $ 8,000
---------
Debt:
Revolving credit facility...................................... 30,200
Senior term loan............................................... 20,000
Senior subordinated note and warrants.......................... 15,000
Subordinated promissory note payable to Alco................... 13,500 78,700
--------- ---------
$ 86,700
---------
---------
</TABLE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Company's aviation segment contributes approximately three quarters of
the Company's operating income, while the metals converting and distribution
segment contributes the remainder. Triumph's aviation segment designs,
engineers, manufactures or repairs and overhauls aircraft components for
commercial airlines, air cargo carriers and original equipment manufacturers on
a worldwide basis. Triumph's metals segment manufactures, machines, forges,
processes and distributes metal products to customers in the computer,
construction, container, farm equipment and office furniture industries,
primarily within North America.
EARNINGS PER SHARE
Earnings per share is computed using the weighted average number of shares
of common stock outstanding after giving effect to the 65-for-one stock split
described in Note 18, except as noted below. Pursuant to the Securities and
Exchange Commission Staff Accounting Bulletins and Staff policy, common and
preferred shares, options and warrants issued during the period commencing 12
months prior to the initial filing of the proposed initial public offering at
prices below the anticipated public offering price are presumed to have been in
contemplation of the public offering and have been included in the
F-18
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
calculation as if they were outstanding for all periods presented, determined
using the treasury stock method and the anticipated price from the initial
public offering. In addition, common share equivalents such as warrants and
options are included in the computation.
Earnings per share reflected in the consolidated statements of income has
been computed as described above, but also gives effect to the exchange of all
outstanding 14% junior subordinated promissory notes, a portion of the 10.5%
junior subordinated promissory notes and preferred stock for common stock upon
the closing of the Company's initial public offering (determined using the if-
converted method) as described in Note 18. Additionally, income from continuing
operations has been increased to reflect interest related to the junior
subordinated promissory notes net of income tax expense. Primary and fully
diluted earnings per share are the same.
INTERIM FINANCIAL INFORMATION
The financial statements and disclosures included herein for the three
months ended June 30, 1995 and 1996 are unaudited; however, in the opinion of
management, all adjustments (consisting solely of normal recurring adjustments)
necessary for a fair presentation of the consolidated financial statements in
accordance with generally accepted accounting principles for these interim
periods have been included. The results of interim periods are not necessarily
indicative of the results to be obtained for a full fiscal year.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out and
last-in, first-out methods) or market.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost, which is depreciated over the
estimated useful lives of the related assets by the straight-line method.
Buildings and improvements are depreciated over a period of 15 to 39 1/2 years,
and machinery and equipment from 7 to 15 years (except for furnitures, fixtures
and computer equipment which is depreciated over a period of 3 to 10 years).
EXCESS OF COST OVER NET ASSETS ACQUIRED
The excess of cost over the fair value of net assets acquired is being
amortized on a straight-line basis over twenty-five years. The realizability of
goodwill (and other intangibles) is evaluated periodically as events or
circumstances indicate a possible inability to recover their carrying amount.
Such evaluation is based on various analyses, including cash flow and
profitability projections.
INTANGIBLE ASSETS
Intangible assets consist primarily of patents, trademarks, aerospace
designs, and licensing agreements. Intangible assets are amortized on a
straight-line basis over their estimated useful lives which range from five to
twenty-five years.
REVENUE RECOGNITION
Revenues are recorded when services are performed or when products are
shipped except for long-term construction contracts which are recorded on the
percentage-of-completion method based on the relationship between actual costs
incurred and total estimated costs at completion. Estimated costs to complete
for each contract are reviewed periodically as work progresses and apropriate
adjustments are made to revenue recognition percentages, if necessary. In the
event such estimates indicate a loss would be incurred on the contract, the
estimated amount of such loss would be recognized in the period the
F-19
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
estimated loss was determined. Sales from long-term construction contracts
approximated 11%, 11%, and 12% of total sales for the ten-month period ended
March 31, 1994 and the years ended March 31, 1995 and 1996, respectively.
INCOME TAXES
The Company uses the liability method to account for income taxes.
Accordingly, deferred income taxes reflect the net tax effect of temporary
differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts reportable for income tax purposes. The
Company files a consolidated federal income tax return with its subsidiaries.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions (for example, long-term contract revenue recognition and
postretirement benefits) that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
3. ACQUISITIONS
In January 1996, the Company acquired substantially all of the assets of
Triumph Controls, Inc., formerly a division of Teleflex, Incorporated
(Teleflex), for an aggregate purchase price of $40,100. Triumph Controls, Inc.
manufactures and services mechanical controls for a broad range of end users,
primarily in the aviation industry. The purchase price includes cash paid to
Teleflex, Inc., a note to Teleflex, assumed liabilities and direct costs of the
acquisition. The acquisition has been accounted for under the purchase method
and, accordingly, the operating results of Triumph Controls, Inc. have been
included for the three months ended March 31, 1996. The aggregate purchase price
was allocated to the assets based on their estimated fair values, including
$5,500 of intangible assets (patents, trademarks and aerospace designs). The
Company assumed certain liabilities of $2,600 and incurred transaction-related
costs of approximately $1,000. The excess of the purchase price over the fair
value of net assets acquired of $10,400 was recorded as excess of cost over net
assets acquired and is being amortized over twenty-five years on a straight-line
basis. The acquisition was funded by the Company's operations and long-term
borrowings.
In October 1995, the Company acquired substantially all of the assets of Air
Lab, Inc. of Seattle, WA, for an aggregate purchase price of $3,400. Air Lab,
Inc. services instruments and avionics for the commercial aviation industry. The
purchase price includes cash paid to Air Lab, Inc., a long-term liability
related to a covenant not-to-compete contract, certain assumed liabilities and
direct costs of the acquisition. The acquisition has been accounted for under
the purchase method and, accordingly, the operating results of Air Lab, Inc.
have been included in the consolidated operating results since the date of
acquisition.
F-20
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)
3. ACQUISITIONS (CONTINUED)
The following pro forma unaudited results of operations for the years ended
March 31, 1995 and 1996 and the three months ended June 30, 1995 and 1996, have
been prepared assuming the purchases of Triumph Controls, Inc. and Air Lab, Inc.
had taken place at the beginning of the respective periods:
<TABLE>
<CAPTION>
FOR YEARS ENDED MARCH FOR THREE MONTHS
31, ENDED JUNE 30,
------------------------ --------------------
1995 1996 1995 1996
----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Net sales............................................. $ 199,952 $ 213,131 $ 51,833 $ 55,184
Income from continuing operations..................... 6,434 6,677 1,610 1,809
Income from continuing operations per share........... 0.96 0.98 0.24 0.27
</TABLE>
The pro forma information includes adjustments for interest expense that
would have been incurred to finance the purchases, additional depreciation based
on the estimated fair market value of the property, plant, and equipment
acquired, and the amortization of the intangible assets arising from the
transactions. The pro forma financial information is not necessarily indicative
of the results of operations as they would have been had the transactions been
effected on the assumed dates.
4. DISCONTINUED PAPER OPERATIONS
On March 31, 1996, the Company sold substantially all of the assets of its
paper converting subsidiary, Quality Park Products, Inc. of St. Paul, MN, to
Mail-Well, Inc. for approximately $27,350 in cash and supplemental payments,
based upon estimated earnings for the two years ending March 31, 1998, and the
assumption by the purchaser of certain liabilities.
The results of Quality Park Products, Inc. have been reported separately as
a component of discontinued operations in the Consolidated Statements of Income.
The following is a summary of the results of operations of the Company's
paper converting business:
<TABLE>
<CAPTION>
TEN MONTHS YEAR ENDED THREE MONTHS ENDED
ENDED MARCH 31, JUNE 30,
MARCH 31, -------------------- --------------------
1994 1995 1996 1995 1996
------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales.................................. $ 63,975 $ 84,170 $ 99,531 $ 24,321 $ --
Income (loss) from operations (net of taxes
-- $233, $1,628, $1,156, $61 and $0,
respectively)............................. (462) (2,852) 2,046 109 --
Gain on sale (net of taxes -- $1,633 in
1996)..................................... -- -- 2,450 -- --
------------ --------- --------- --------- ---------
Income (loss) from discontinued
operations................................ $ (462) $ (2,852) $ 4,496 $ 109 $ --
------------ --------- --------- --------- ---------
------------ --------- --------- --------- ---------
</TABLE>
Interest expense of $1,386, $1,700 and $2,045 was allocated to Quality Park
Products, Inc. for the ten months ended March 31, 1994 and for the years ended
March 31, 1995 and 1996, respectively, and $561 for the three months ended June
30, 1995. Such amounts are included in the income (loss) from discontinued
operations of those years. These costs were allocated based on the operation's
actual borrowings under the Company's revolving credit facility and the portion
of the acquisition debt allocated to the subsidiary.
F-21
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)
5. INVENTORIES
The components of inventories are as follows:
<TABLE>
<CAPTION>
MARCH 31,
-------------------- JUNE 30,
1995 1996 1996
--------- --------- ---------
<S> <C> <C> <C>
Raw materials....................................................... $ 10,897 $ 16,093 $ 17,480
Work-in-process.................................................... 6,448 12,862 13,103
Finished goods..................................................... 13,963 16,570 18,139
--------- --------- ---------
Total inventories at current FIFO cost............................. 31,308 45,525 48,722
Less allowance to reduce certain current FIFO
costs to LIFO basis............................................... 834 427 427
--------- --------- ---------
Total inventories.................................................. $ 30,474 $ 45,098 $ 48,295
--------- --------- ---------
--------- --------- ---------
</TABLE>
Inventories would have been $834, $427 and $427 higher than reported at
March 31, 1995 and 1996, and June 30, 1996, respectively, if the first-in,
first-out method of determining cost had been used for all inventories.
Approximately 22%, 15% and 17% of the inventory is valued using the LIFO method
at March 31, 1995 and 1996, and June 30, 1996 respectively.
6. INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts reportable for income tax purposes. The components of
deferred tax liabilities and assets are as follows:
<TABLE>
<CAPTION>
MARCH 31,
-------------------- JUNE 30,
1995 1996 1996
--------- --------- -----------
<S> <C> <C> <C>
Deferred tax assets:
Alternative minimum and other tax credits............................. $ 1,441 $ 1,171 $ --
Net operating losses.................................................. 384 -- --
Accruals and reserves................................................. 502 942 1,414
Accounts receivable................................................... 102 28 28
Inventories........................................................... 142 2,514 2,534
--------- --------- -----------
$ 2,571 $ 4,655 $ 3,976
--------- --------- -----------
--------- --------- -----------
Deferred tax liabilities:
Property and equipment................................................ $ 2,764 $ 3,491 $ 3,723
Discontinued operations............................................... 536 2,521 320
Other assets.......................................................... -- 3,340 3,328
Prepaid expenses...................................................... 157 217 311
--------- --------- -----------
3,457 9,569 7,682
--------- --------- -----------
Net deferred tax liabilities............................................ $ 886 $ 4,914 $ 3,706
--------- --------- -----------
--------- --------- -----------
</TABLE>
F-22
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)
6. INCOME TAXES (CONTINUED)
The components of income tax expense related to continuing operations as
follows:
<TABLE>
<CAPTION>
TEN MONTHS YEAR ENDED THREE MONTHS
ENDED MARCH 31, ENDED JUNE 30,
MARCH 31, -------------------- --------------------
1994 1995 1996 1995 1996
------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Current:
Federal....................................... $ 2,053 $ 1,650 $ 2,689 $ 378 $ 1,235
State......................................... 208 71 291 20 195
------------ --------- --------- --------- ---------
2,261 1,721 2,980 398 1,430
Deferred:
Federal....................................... 254 685 574 223 (138)
State......................................... 113 192 145 66 (40)
------------ --------- --------- --------- ---------
367 877 719 289 (178)
Imputed:
Federal....................................... 483 -- -- -- --
State......................................... 14 -- -- -- --
------------ --------- --------- --------- ---------
497 -- -- -- --
------------ --------- --------- --------- ---------
$ 3,125 $ 2,598 $ 3,699 $ 687 $ 1,252
------------ --------- --------- --------- ---------
------------ --------- --------- --------- ---------
</TABLE>
Imputed income taxes represent income tax on pretax earnings of the Company
for the period June 1, 1993 through July 31, 1993. Such taxes were paid by Alco
under terms of the purchase agreement.
A reconciliation of the statutory federal income tax rate to the effective
tax rate is as follows:
<TABLE>
<CAPTION>
TEN MONTHS YEAR ENDED MARCH 31, THREE MONTHS
ENDED ENDED JUNE 30,
MARCH 31, ---------------------- ----------------------
1994 1995 1996 1995 1996
--------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Statutory federal income tax rate.................. 34.0% 34.0% 34.0% 34.0% 34.0%
State and local income tax rate, net of federal tax
benefit........................................... 2.6 2.5 3.2 3.3 3.3
Miscellaneous permanent items and non-deductible
accruals.......................................... 0.5 -- 1.3 1.7 1.1
Other.............................................. 1.8 0.8 3.1 1.4 2.5
--- --- --- --- ---
Effective income tax rate.......................... 38.9% 37.3% 41.6% 40.4% 40.9%
--- --- --- --- ---
--- --- --- --- ---
</TABLE>
Income taxes paid during the ten months ended March 31, 1994 and the years
ended March 31, 1995 and 1996 were $1,318, $596 and $1,182, respectively. Income
taxes paid during the three months ended June 30, 1995 and 1996 were $250 and
$1,004, respectively. At March 31, 1995 and 1996, the Company had alternative
minimum tax credit carryforwards of $1,430 and $1,160, respectively, for income
tax purposes which can be carried forward indefinitely. At March 31, 1995, the
Company had a regular tax net operating loss carryforward of $1,129.
F-23
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)
7. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
MARCH 31,
-------------------- JUNE 30,
1995 1996 1996
--------- --------- ---------
<S> <C> <C> <C>
Revolving credit facility............................................ $ 20,028 $ 22,157 $ 9,109
Senior term loans.................................................... 15,316 32,460 27,598
Senior subordinated notes............................................ 14,900 14,900 14,900
Subordinated promissory notes........................................ 13,500 19,000 19,293
Junior subordinated promissory notes................................. 7,625 9,575 9,890
Other debt and capital lease obligations............................. 369 677 677
--------- --------- ---------
71,738 98,769 81,467
Less current portion................................................. 2,949 8,806 5,206
--------- --------- ---------
$ 68,789 $ 89,963 $ 76,261
--------- --------- ---------
--------- --------- ---------
</TABLE>
On July 19, 1996, the Company entered into an unsecured five year credit
agreement for a $50,000 revolving credit facility and a $35,000 term loan. Both
credit instruments bear interest at either LIBOR plus between 0.63% and 1.88% or
prime plus between 0% and 0.38% at the option of the Company. The variation in
the interest rate is based upon the Company's ratio of total indebtedness to
earnings before interest, taxes and depreciation and amortization. In addition,
the Company is required to pay a commitment fee of between 0.2% and 0.45% on the
unused portion of the revolving credit facility based upon the ratio described
above. Principal payments on the term loan of $1,250 are made quarterly with a
final balloon payment of $11,250 due on July 1, 2001. The Company may repay
amounts owed under the credit agreement or reduce the revolving credit facility
commitment without penalty. Additionally, the Company may allocate up to $5,000
of the available revolving credit facility for the issuance of letters of
credit.
The proceeds of the new term loan, amounts borrowed under the new revolving
credit facility and the proceeds received from the sale of Quality Park
Products, Inc. (see Note 4) were used to extinguish the outstanding balances of
the revolving credit facility, the senior term loans and the senior subordinated
notes existing at March 31, 1996. The extinguishment of this debt resulted in an
extraordinary loss of $1,478, net of an income tax benefit of $985.
Additionally, under the terms of the new credit agreement, upon completion
of the common stock offering described in Note 18, the Company is required to
make a principal payment of $15,000 which will be applied to any balance
outstanding on the revolving credit facility followed by any balance remaining
on the term loan. Should the Company fail to receive at least $30,000 in
proceeds from the common stock offering by December 31, 1996, the new credit
agreement will become secured as the Company is required to grant the holder a
first priority lien and security interest in all real and personal property
owned by the Company at that time.
The Subordinated Promissory Notes consists of two notes, a $13,500 principal
amount payable by Holdings to Alco, bearing interest at 10%, and due in equal
installments on June 1, 2002 and June 1, 2003 and $5,500 principal amount
payable by Holdings to Teleflex, bearing interest at 10.5%, and due in equal
installments on December 31, 2002 and December 31, 2003.
The Junior Subordinated Promissory Notes ("Junior Notes") consist of
unsecured obligations of Holdings and one of its subsidiaries. The Junior Notes
of Holdings, $7,625, $8,800 and $9,055 at
F-24
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)
7. LONG-TERM DEBT (CONTINUED)
March 31, 1995 and 1996 and June 30, 1996, respectively, are subordinated to all
liabilities of the Company and its subsidiaries and bear interest at 14%. The
Company, in its sole discretion, may pay interest by issuance of additional
Junior Notes and elected to do so for $614, $993 and $1,146 for the ten months
ended March 31, 1994 and the years ended March 31, 1995 and 1996, respectively.
Interest of $271 and $313 was paid by issuance of additional Junior Notes during
the three months ended June 30, 1995 and 1996, respectively. The Junior Notes of
Holdings mature on December 31, 2003, although the holders of the notes have no
right to demand payment of principal until all superior debt, as defined, has
been paid in full.
In January 1996, additional Junior Notes of one of Triumph's subsidiaries
were issued in the amount of $760 and are subordinated to all liabilities of the
subsidiary and all indebtedness of Triumph and its subsidiaries pursuant to the
revolving credit facility, the senior term loans and the senior subordinated
notes and bear interest at 10.5%. The subsidiary, in its sole discretion, may
pay interest by issuance of additional Junior Notes and elected to do so for $15
and $20 for the year ended March 31, 1996 and the three months ended June 30,
1996, respectively. These Junior Notes are due in equal installments on December
31, 2005 and 2006, although the holders of the notes have no right to demand
payment of principal until all superior debt, as defined, has been paid in full.
The indentures under the debt agreements described above contain
restrictions and covenants which include limitations on the Company's ability to
incur additional indebtedness, issue stock, options or warrants (excluding the
offering described in Note 18 and any employee stock option plan the Company may
enter into), make certain restricted payments and acquisitions, create liens,
enter into transactions with affiliates, sell substantial portions of its
assets, make capital expenditures and pay cash dividends.
Additional covenants require compliance with financial tests, including
current ratio, leverage, interest coverage ratio and maintenance of minimum net
worth. As of July 19, 1996, subsequent to the refinancing, $31,029 of additional
borrowings were available under the revolving credit facility.
The fair value of the Company's long-term debt at March 31, 1996, excluding
amounts which were refinanced, approximates the carrying value.
Maturities of long-term debt, excluding payments which may be required under
debt agreements based on excess cash flow (adjusted for the refinancing
described above), are as follows: 1997 -- $2,648; 1998 -- $5,169; 1999 --
$5,176; 2000 -- $5,089; 2001 -- $5,096.
Interest paid on indebtedness during the ten months ended March 31, 1994 and
the years ended March 31, 1995 and 1996 amounted to $3,968, $6,909 and $7,552,
respectively. Interest paid on indebtedness during the three months ended June
30, 1995 and 1996 amounted to $1,737 and $1,781, respectively.
Financing fees and expenses of $2,103 incurred with respect to indebtedness
have been capitalized and are reflected in other assets. These fees and expenses
are being amortized over the terms of the related indebtedness (5-8 years).
Total amortization (included in interest expense) for the ten months ended March
31, 1994 and the years ended March 31, 1995 and 1996 was $210, $252, and $276,
respectively. Total amortization (included in interest expense) for the three
months ended June 30, 1995 and 1996 was $63 and $87, respectively. On July 19,
1996, in conjunction with the refinancing, $923 in unamortized deferred
financing fees related to the extinguished debt were written-off and an
additional $510 in financing fees related to the new credit agreement were
capitalized.
F-25
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)
8. COMMON STOCK
The holders of the Class A, B, and C common stock are entitled to one vote,
six-tenths of one vote, and 4,000 votes per share, respectively, on all matters
to be voted upon by the stockholders of Holdings and are entitled to participate
ratably in any distributions.
The holders of Class B common stock may elect at any time to convert any or
all such shares into the Class A common stock on a share-for-share basis. Upon
the conversion of all shares of Class B common stock, each share of Class C
common stock will automatically convert into one share of Class A common stock.
The Company issued a stock purchase warrant which allows the holder to
purchase 650,000 shares of Class A common stock at an aggregate exercise price
of one hundred dollars through July 31, 2003. The proceeds from the issuance of
the senior subordinated notes allocated to the warrants of $100 has been
included in capital in excess of par value.
9. PREFERRED STOCK
The preferred stock provides for 14% cumulative dividends and redemption on
July 21, 2004 or 91 days after the retirement date of senior debt at the lesser
of the liquidation value of $100 per share ($3,058) plus all accumulated and
unpaid dividends or 40% of the Company's equity value. Accumulated and unpaid
dividends of approximately $830 or $27.15 per share, $1,424 or $46.57 per share
and $1,590 or $52.00 per share are included in preferred stock as of March 31,
1995 and 1996 and June 30, 1996, respectively.
The difference between the original issue price of $1,057 and the
liquidation value of $3,057 is being accreted through July 21, 2004 using the
effective interest method. The accretion of $9, $16 and $146 for the ten months
ended March 31, 1994, and the years ended March 31, 1995 and 1996 respectively,
and accretion of $4 and $36 for the three months ended June 30, 1995 and 1996,
respectively, is charged to retained earnings and included in preferred stock.
10. PENSION AND OTHER BENEFIT PLANS
The Company sponsors a defined contribution 401(k) plan, under which
salaried and certain hourly employees may defer a portion of their compensation.
Eligible participants may contribute to the plan up to 15% of their regular
compensation before taxes. The Company matches 33% of the first 6% of
compensation contributed by the participant. All contributions and Company
matches are invested at the direction of the employee in one or more mutual
funds. Company matching contributions vest immediately and aggregated $293, $404
and $437 for the period from August 1, 1993 (inception of the 401(k) Plan)
through March 31, 1994 and the years ended March 31, 1995 and 1996,
respectively. Company matching contributions for the three months ended June 30,
1995 and 1996 amounted to $100 and $143, respectively.
11. OTHER POSTRETIREMENT BENEFITS
In connection with the acquisition of Triumph Controls, Inc., the Company
provides certain postretirement medical and insurance benefits to eligible
employees under a Collective Bargaining Agreement. For any employees who retired
through the date of the acquisition, the Seller retained all liabilities for
benefits due and administration of the postretirement benefits. The Company has
assumed responsibility for administration of the postretirement coverage for any
eligible employee who retires subsequent to the date of acquisition. The Company
will pay the costs related to these benefits upon retirement and will be
reimbursed by the Seller for its pro rata portion based on relative length of
service.
F-26
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)
11. OTHER POSTRETIREMENT BENEFITS (CONTINUED)
At March 31, 1996, the Company has recorded a total liability of $1,053 (as
estimated by actuaries) for other postretirement benefits, of which $1,045 is
estimated to be reimbursed by the Seller. The $1,053 and $1,045 are recorded in
Other liabilities and Other assets, respectively.
12. LEASES
Capital lease assets are included in property and equipment and the related
obligations in other debt and capital lease obligations. Amortization of capital
lease assets is included in depreciation expense. At March 31, 1996, future
minimum payments under noncancelable operating leases with initial or remaining
terms of more than one year were as follows: 1997 -- $1,461; 1998 -- $1,451;
1999 -- $1,326; 2000 -- $1,147; 2001 -- $821; thereafter (through 2006) --
$3,380. In the normal course of business, operating leases are generally renewed
or replaced by other leases.
Total rental expense was $730, $950, and $1,135 for the ten months ended
March 31, 1994 and the years ended March 31, 1995 and 1996, respectively. Total
rent expense for the three months ended June 30, 1995 and 1996 amounted to $283
and $365, respectively.
13. COMMITMENTS AND CONTINGENCIES
During 1995, the Company entered into a consulting agreement for total
consideration of $1,300 payable in annual installments, which expires on April
30, 2001.
Certain of the Company's business operations and facilities are subject to a
number of federal, state and local environmental laws and regulations. The
Company is indemnified for environmental liabilities related to assets purchased
from Alco which existed prior to the acquisition (Note 1) and any unidentified
environmental liabilities which arise subsequent to the date of settlement
through July 22, 2000, arising from conditions or activities existing at these
facilities prior to the acquisition. In the opinion of management, there are no
significant environmental concerns which would have a material effect on the
financial condition or operating results of the Company which are not covered by
such indemnification.
The Company is involved in certain litigation matters arising out of its
normal business activities. In the opinion of management, the ultimate
resolution of such litigation will not have a material effect on the financial
condition or operating results of the Company.
14. COLLECTIVE BARGAINING AGREEMENTS
Approximately 30% of the Company's labor force is covered under collective
bargaining agreements. These collective bargaining agreements expire over the
next several years.
15. CONCENTRATIONS OF CREDIT RISK
No single customer accounts for more than 5% of the Company's sales,
however, the loss of any significant customer could have a material effect on
the Company and its operating subsidiaries.
F-27
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)
16. SEGMENT REPORTING
Selected financial information for each segment is as follows:
<TABLE>
<CAPTION>
TEN MONTHS
ENDED YEAR ENDED MARCH 31,
MARCH 31, ------------------------
1994 1995 1996
------------ ----------- -----------
<S> <C> <C> <C>
Revenues:
Aviation...................................................... $ 57,257 $ 70,714 $ 100,166
Metals converting and distribution............................ 72,738 93,451 86,608
------------ ----------- -----------
$ 129,995 $ 164,165 $ 186,774
------------ ----------- -----------
------------ ----------- -----------
Operating income:
Aviation...................................................... $ 9,138 $ 8,778 $ 14,095
Metals converting and distribution............................ 5,376 6,379 4,638
Corporate expenses............................................ (1,573) (1,606) (2,522)
------------ ----------- -----------
$ 12,941 $ 13,551 $ 16,211
------------ ----------- -----------
------------ ----------- -----------
Assets:
Aviation...................................................... $ 44,512 $ 53,100 $ 101,219
Metals converting and distribution............................ 33,688 32,550 29,965
Discontinued operations....................................... 24,821 20,165 27,350
Corporate and other........................................... 3,342 5,571 2,872
------------ ----------- -----------
$ 106,363 $ 111,386 $ 161,406
------------ ----------- -----------
------------ ----------- -----------
Capital expenditures:
Aviation...................................................... $ 555 $ 2,077 $ 1,684
Metals converting and distribution............................ 976 1,152 213
------------ ----------- -----------
$ 1,531 $ 3,229 $ 1,897
------------ ----------- -----------
------------ ----------- -----------
Depreciation and amortization:
Aviation...................................................... $ 1,379 $ 1,780 $ 2,513
Metals converting and distribution............................ 594 916 999
Corporate..................................................... 20 22 23
------------ ----------- -----------
$ 1,993 $ 2,718 $ 3,535
------------ ----------- -----------
------------ ----------- -----------
</TABLE>
17. SUBSEQUENT ACQUISITION
On July 31, 1996, the Company acquired all of the outstanding stock of
Advanced Materials Technologies, Inc. ("AMTI") based in Tempe, Arizona for an
aggregate purchase price of $21,300, including cash consideration of $7,950, an
option to purchase 13,000 shares of the Company's Class A Common Stock at an
exercise price of $1.87 per share valued at $164, a five-year covenant
not-to-compete contract valued at $2,800 and the assumption of liabilities and
costs related to the transaction of $10,386. AMTI repairs and refurbishes gas
turbine engine components used in the aviation industry. The acquisition will be
accounted for under the purchase method, and the purchase price will be
allocated to the assets based on their estimated fair values, with any excess
recorded as cost over net assets acquired. The acquisition was funded through
the Company's long-term borrowings.
18. OTHER SUBSEQUENT EVENTS
In August 1996, the Company filed a registration statement with respect to a
proposed underwritten public offering by the Company of 2,500,000 shares and an
offering directly by the Company of an additional 125,000 shares. The net
proceeds to the Company will be used to pay down a portion of the Company's
long-term borrowings under its five year credit agreement and 10% subordinated
promissory note (see Note 7).
F-28
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS
UNAUDITED)
18. OTHER SUBSEQUENT EVENTS (CONTINUED)
On August 21, 1996 the Company amended its certificate of incorporation to
change its corporate name to Triumph Group, Inc.
In conjunction with the sale of common stock, the Company intends to
recapitalize the Common Stock and authorize a 65-for-one stock split. All
references to earnings per share data in the financial statements have been
restated to give effect to the stock split.
In conjunction with the proposed public offering described above, the
Company intends to exchange all outstanding preferred stock for Common Stock.
The liquidation value of the preferred stock plus accumulated dividends at the
date of the exchange (estimated to be October 15, 1996) of approximately $4,841
will convert to approximately 334,352 shares of Common Stock at an assumed
initial public offering price of $16.00 (less underwriting discounts and
commissions and estimated offering expenses payable by the Company).
In addition, the Company intends to exchange all outstanding 14% junior
notes and a portion of outstanding 10.5% junior notes for Common Stock. The face
value of the junior notes plus accrued but unpaid interest at the date of
exchange (estimated to be October 15, 1996) of approximately $9,964 will be
exchanged for 688,140 shares of Common Stock at the estimated initial public
offering price of $16.00 (less underwriting discounts and commissions and
estimated offering expenses payable by the Company).
The Company intends to adopt the 1996 Stock Option Plan (the "Plan") which
will become effective upon the closing of the proposed public offering. The Plan
provides for grants of stock options to officers and key employees of the
Company.
19. QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
--------------------------------------------------
3/31/96(1) 12/31/95(2) 9/30/95 6/30/95
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales............................................. $ 54,206 $ 46,492 $ 43,702 $ 42,374
Gross profit.......................................... 15,630 10,520 10,588 10,296
Income from continuing operations..................... 1,850 1,199 1,131 1,014
Income from discontinued operations................... 4,008 315 64 109
Net income............................................ 5,858 1,514 1,195 1,123
Income from continuing operations per share(3)........ $ 0.27 $ 0.18 $ 0.17 $ 0.16
<CAPTION>
FOR THE THREE MONTHS ENDED
--------------------------------------------------
3/31/95(3) 12/31/94(3) 9/30/94(3) 6/30/94(3)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales............................................. $ 47,630 $ 37,819 $ 38,630 $ 40,086
Gross profit.......................................... 11,419 8,847 8,937 9,126
Income from continuing operations..................... 2,127 577 985 675
Income from discontinued operations................... (2,897) 241 15 (211)
Net income............................................ (770) 818 1,000 464
Income from continuing operations per share(3)........ $ 0.31 $ 0.10 $ 0.15 $ 0.11
</TABLE>
- --------------
(1) In January 1996, the Company completed its acquisition of Triumph Controls,
Inc. The operating results of Triumph Controls, Inc. are included for the
full period.
(2) In October 1995, the Company completed its acquisition of Air Lab, Inc. The
operating results of Air Lab, Inc. are included in the quarters ended
December 31, 1995 and March 31, 1996.
(3) See Note 2 "Summary of Significant Accounting Policies" for information
regarding the calculation of income from continuing operations per share.
F-29
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
of Teleflex Incorporated
In our opinion, the accompanying statements of income and of cash flows
present fairly, in all material respects, the results of operations and cash
flows of North Wales Controls and Quadrants Group, a division of Teleflex
Incorporated (the "Division") for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Division's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
June 25, 1996
F-30
<PAGE>
NORTH WALES CONTROLS AND QUADRANTS GROUP
(A DIVISION OF TELEFLEX INCORPORATED)
STATEMENT OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------------
DECEMBER 26, DECEMBER 25, DECEMBER 31,
1993 1994 1995
-------------- -------------- --------------
<S> <C> <C> <C>
Net sales........................................................ $ 30,254,208 $ 30,958,560 $ 31,477,611
-------------- -------------- --------------
Cost and expenses:
Materials, labor and other product costs....................... 17,039,342 17,389,166 17,801,964
Selling, engineering and administrative expenses............... 7,261,666 7,146,240 7,797,883
Interest expense............................................... 262,803 135,810
Interest income................................................ (16,970) (152,891)
-------------- -------------- --------------
24,563,811 24,654,246 25,446,956
-------------- -------------- --------------
Income before income taxes....................................... 5,690,397 6,304,314 6,030,655
Provision for income taxes....................................... 2,387,987 2,619,496 2,413,074
-------------- -------------- --------------
Net income....................................................... $ 3,302,410 $ 3,684,818 $ 3,617,581
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-31
<PAGE>
NORTH WALES CONTROLS AND QUADRANTS GROUP
(A DIVISION OF TELEFLEX INCORPORATED)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------------
DECEMBER 26, DECEMBER 25, DECEMBER 31,
1993 1994 1995
-------------- -------------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................................... $ 3,302,410 $ 3,684,818 $ 3,617,581
Adjustments to reconcile net income to cash flows from
operating activities:
Depreciation................................................. 454,479 451,118 437,866
Decrease in accounts receivable.............................. 1,758,248 1,780,686 1,567,969
Decrease (increase) in inventories........................... 797,829 221,062 (1,317,175)
(Increase) decrease in prepaid expenses...................... (6,506) (9,015) 22,317
Increase (decrease) in accounts payable and accrued
expenses.................................................... 209,325 (5,513) 37,673
-------------- -------------- --------------
Net cash provided by operating activities........................ 6,515,785 6,123,156 4,366,231
-------------- -------------- --------------
CASH FLOWS FOR INVESTING ACTIVITIES:
Additions to plant assets, net................................. (398,568) (871,922) (634,216)
-------------- -------------- --------------
Net cash used in investing activities............................ (398,568) (871,922) (634,216)
-------------- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) in intercompany notes payable......................... (6,116,629) (5,250,700) (3,733,390)
-------------- -------------- --------------
Net cash used in financing activities............................ (6,116,629) (5,250,700) (3,733,390)
-------------- -------------- --------------
Net increase (decrease) in cash and cash equivalents............. 588 534 (1,375)
Cash and cash equivalents at the beginning of the year........... 1,912 2,500 3,034
-------------- -------------- --------------
Cash and cash equivalents at the end of the year................. $ 2,500 $ 3,034 $ 1,659
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-32
<PAGE>
NORTH WALES CONTROLS AND QUADRANTS GROUP
(A DIVISION OF TELEFLEX INCORPORATED)
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
North Wales Controls and Quadrants Group, a division of Teleflex
Incorporated (the "Division"), consists of two business units: aerospace and
non-aerospace. Aerospace manufactures and services qualified mechanical controls
for a broad range of end users. Non-aerospace comprises the naval group, which
produces remote valve operators, and the nuclear group, which provides flux
mapping systems for the nuclear industry. All manufacturing operations of the
Division are conducted at North Wales, PA.
These financial statements have been prepared in conformity with generally
accepted accounting principles and include management estimates and assumptions
that affect the recorded amounts. Actual results could differ from those
estimates.
The statement of income includes all charges applicable to the Division.
Teleflex Incorporated provides certain services to, and incurs costs on behalf
of, the Division. All of the allocations and estimates in the financial
statements are based on assumptions that the Division and Teleflex Incorporated
believe are reasonable. However, these allocations and estimates are not
necessarily indicative of the costs and expenses that would have resulted if the
Division had been operated as a separate entity.
In January 1996, the Division was sold by Teleflex Incorporated to Triumph
Controls, Inc. and is currently doing business under that name.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVENTORIES
Inventories are stated principally at the lower of aggregate average cost or
market.
PLANT ASSETS
Plant assets include the cost of additions and those improvements which
increase the capacity or lengthen the useful lives of the assets. Repairs and
maintenance costs are expensed as incurred. With minor exceptions, straight-line
composite lives for depreciation of plant assets are as follows: machinery and
equipment -- 5 to 12 years; leasehold improvements -- 10 years. Depreciation
expense was $454,479, $451,188, and $437,866 for the years ending December 26,
1993, December 25, 1994 and December 31, 1995, respectively.
INCOME TAXES
The taxable income of the Division is included in the consolidated tax
return of Teleflex Incorporated. As such, separate income tax returns were not
prepared or filed by the Division. Income tax expense has been determined as if
the Division was a separate tax paying entity by applying an asset and liability
approach.
REVENUE RECOGNITION
Revenue is recognized upon shipment of product. Revenues from long-term
contracts, which are less than 10 percent of total sales, are recognized on a
percentage of completion basis.
3. RELATED PARTY TRANSACTIONS
NOTES PAYABLE
The Company's cash requirements are met by funds generated from operations,
supplemented as necessary by advances or borrowings from Teleflex Incorporated.
Borrowings from Teleflex Incorporated are made pursuant to unwritten, informal
arrangements. Interest is charged (earned) at a rate of 8%. Interest expense was
$262,803 and $135,810 for the years ended December 26, 1993 and December 25,
1994, respectively.
F-33
<PAGE>
NORTH WALES CONTROLS AND QUADRANTS GROUP
(A DIVISION OF TELEFLEX INCORPORATED)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. RELATED PARTY TRANSACTIONS (CONTINUED)
INSURANCE COVERAGE
WORKER'S COMPENSATION. Teleflex Incorporated purchases workers'
compensation coverage for all its U.S. Divisions from external carriers.
Premiums paid are determined based upon claims experience subject to a stop-loss
provision. Each Division is allocated a charge based upon the application of
published workers' compensation rates to division payroll costs adjusted for
claims experience. Charges for the years ended December 26, 1993, December 25,
1994 and December 31, 1995 were $536,000, $554,000 and $610,600, respectively.
MEDICAL. Certain medical and other related benefits are provided to active
employees of the Division. Monthly premiums are paid to insurance carriers by
Teleflex and reimbursed by the Division on the basis of employee headcount.
These contracts are negotiated by Teleflex on a Company-wide basis.
Medical charges allocated to the Division were $2,013,000, $1,689,000 and
$1,415,000 for the years ended December 26, 1993, December 25, 1994 and December
31, 1995. These charges and allocations are not necessarily indicative of the
costs that would have been incurred if the Division had been operating as a
separate entity.
CORPORATE EXPENSES
The results of operations include significant transactions with Teleflex
business units that are outside of the Division's operations. These transactions
involve functions and services (such as executive management, cash management,
tax administration, legal services and research funding) that were provided to
the Division by these other Teleflex units. The cost of these functions and
services has been allocated to the Division based on a predetermined percentage
of Division revenues. Teleflex management believes this allocation methodology
is reasonable. Such charges and allocations are not necessarily indicative of
the costs that would have been incurred by the Division as a separate entity.
Corporate charges were $1,180,000, $1,190,000 and $1,191,000 for the years ended
December 26, 1993, December 25, 1994 and December 31, 1995, respectively.
SALES AND PURCHASES
Sales by the Division to other divisions of Teleflex were $259,000, $212,000
and $45,000 for the years ending December 26, 1993, December 25, 1994 and
December 31, 1995, respectively. Purchases by the Division from other divisions
of Teleflex were $259,000, $245,000 and $335,000 for the years ending December
26, 1993, December 25, 1994 and December 31, 1995, respectively.
RENT
The Division rents its manufacturing facility from Teleflex under a
month-to-month net lease. Charges of approximately $156,000 including rent,
insurance and taxes were allocated to the Division for each of the three years
ended December 31, 1995.
4. BENEFITS PLANS
PENSIONS
Teleflex has defined benefit plans which provide retirement benefits to
eligible employees. The benefits for these plans are based on employee's years
of service and pay. Assumptions used in determining the actuarial present value
of benefit obligations reflect a weighted average discount rate of 7.8% in 1993,
8.0% in 1994 and 1995, and an investment return of 9% and a salary increase of
5%.
Pension costs have been assigned to the Division for all employees
participating in Plan 1039, a plan solely for Division hourly employees, in
accordance with actuarial calculations.
F-34
<PAGE>
NORTH WALES CONTROLS AND QUADRANTS GROUP
(A DIVISION OF TELEFLEX INCORPORATED)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. BENEFITS PLANS (CONTINUED)
Pension expense for Plan 1039 is summarized as follows:
<TABLE>
<CAPTION>
1993 1994 1995
----------- ----------- -----------
<S> <C> <C> <C>
Service cost -- benefits earned during the year........ $ 145,800 $ 147,800 $ 147,600
Interest cost on projected benefit obligations......... 369,900 396,400 406,500
Actual return on plan assets........................... (135,100) (57,700) (740,320)
Net amortization and deferral.......................... (181,700) (289,500) 441,420
----------- ----------- -----------
$ 198,900 $ 197,000 $ 255,200
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
Salaried employees participate in a company-wide pension plan. Allocation of
pension cost for salaried employees was made on the basis of proportional
payroll and aggregated $250,000, $269,000 and $320,000 for the years ended
December 26, 1993, December 25, 1994 and December 31, 1995, respectively. Such
costs are not necessarily indicative of the pension cost that would be incurred
if the Division operated as a separate entity.
OTHER
Teleflex has defined contribution 401(k) plans in which substantially all
employees of the Division may participate. Under these plans, employees may make
voluntary contributions of their compensation, which are partially matched by
Teleflex. Employer contributions for the years ended December 26, 1993, December
25, 1994 and December 31, 1995 were $100,000, $143,000 and $140,000,
respectively.
5. OTHER POSTRETIREMENT BENEFITS
Teleflex provides postretirement medical and other benefits to eligible
employees. Assumptions used in determining the expense and benefit obligations
include a weighted average discount rate of 7.8% in 1993 and 8.0% in 1994 and
1995 and an initial health care cost trend rate of 12% in 1993, 11% in 1994 and
10% in 1995, declining to 6% over a period of 5 years. Increasing the health
care cost trend rate by one percentage point would increase the postretirement
benefit expense by approximately $20,000.
Postretirement benefit expense has been assigned to the Division for all
hourly employees participating in Plan 1039, in accordance with actuarial
calculations. Postretirement benefit expense for this Plan allocated to the
Division is summarized as follows:
<TABLE>
<CAPTION>
1993 1994 1995
----------- ----------- -----------
<S> <C> <C> <C>
Service cost -- benefits earned during the year........ $ 138,000 $ 90,000 $ 22,000
Interest cost on projected benefit obligations......... 541,000 438,000 301,000
Net amortization and deferral.......................... 307,000 272,000 144,000
----------- ----------- -----------
$ 986,000 $ 800,000 $ 467,000
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
The reduction in the accumulated postretirement benefit expense resulted
from Plan amendments.
Salaried employees participate in a company-wide plan. Allocation of
postretirement benefit expense was made on the basis of employees headcount and
aggregated $128,000, $139,000 and $113,000 for the years ended December 26,
1993, December 25, 1994 and December 31, 1995, respectively. Such costs are not
necessarily indicative of the postretirement benefit cost that would be incurred
if the Division operated as a separate entity.
F-35
<PAGE>
NORTH WALES CONTROLS AND QUADRANTS GROUP
(A DIVISION OF TELEFLEX INCORPORATED)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
6. CONCENTRATION OF CREDIT RISK AND OTHER INFORMATION
The Division's sales are made principally to commercial OEM customers,
airlines and the U.S. Government. Sales to the U.S. Government, directly and as
a subcontractor amounted to approximately $11,151,000, $9,559,000 and
$10,500,000 for the years ended December 26, 1993, December 25, 1994 and
December 31, 1995, respectively.
7. INCOME TAXES
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
1993 1994 1995
------------- ------------- -------------
<S> <C> <C> <C>
Current
Federal........................................ $ 1,712,816 $ 1,858,581 $ 1,709,879
State.......................................... 713,065 760,674 567,967
------------- ------------- -------------
2,425,881 2,619,255 2,277,846
------------- ------------- -------------
Deferred
Federal........................................ (26,864) (973) 92,997
State.......................................... (11,030) 1,214 42,231
------------- ------------- -------------
(37,894) 241 135,228
------------- ------------- -------------
$ 2,387,987 $ 2,619,496 $ 2,413,074
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
Deferred taxes primarily relate to additional costs capitalized in inventory
for tax accounting in accordance with S-263A of the income tax code, and because
of the use of accelerated depreciation for tax purposes.
The following is a reconciliation of the effective income tax rate with the
federal statutory income tax rate of 34%.
<TABLE>
<CAPTION>
1993 1994 1995
------------- ------------- -------------
<S> <C> <C> <C>
Income tax expense at the statutory rate......... $ 1,934,905 $ 2,143,637 $ 2,050,423
State taxes, net of federal benefit.............. 463,343 502,090 396,657
Research credits................................. (23,861) (39,831) (47,605)
Other............................................ 13,600 13,600 13,599
------------- ------------- -------------
$ 2,387,987 $ 2,619,496 $ 2,413,074
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
8. COMMITMENTS AND CONTINGENCIES
The Division has various purchase commitments for materials, supplies and
items of permanent investment incident to the ordinary conduct of business. In
the aggregate, such commitments are not at prices in excess of current market.
The Division has entered into certain operating leases which require minimum
annual payments as follows: 1996 -- $240,000; 1997 -- $156,000; 1998 --
$100,000; 1999 -- $95,000 and 2000 -- $48,000. The total rental expense for all
operating leases was $80,000, $171,000 and $260,000 for the years ended December
26, 1993, December 25, 1994 and December 31, 1995, respectively. Certain
equipment leased by the Division is used by other Teleflex units which reimburse
the Division for their cost. Minimum annual payments for this equipment are as
follows: 1996 -- $100,000 and 1997 -- $33,000.
Teleflex is involved in a lawsuit in which a commissioned sales
representative alleges breach of contract by the Division. The Division reached
a settlement on May 14, 1996 in this lawsuit. The
F-36
<PAGE>
NORTH WALES CONTROLS AND QUADRANTS GROUP
(A DIVISION OF TELEFLEX INCORPORATED)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
8. COMMITMENTS AND CONTINGENCIES (CONTINUED)
settlement required payment by the Division to the commissioned sales
representative of $550,000. The Division had previously accrued approximately
$430,000 in relation to this matter. No adjustment has been made to the
financial statements for the outcome of this settlement.
The United States Environmental Protection Agency notified Teleflex, as well
as six other entities, that it is potentially responsible for costs of
investigating and cleaning up a superfund site. The Division has received a
settlement proposal in a suit with the North Penn Water Authority (NPWA) in June
1996, relative to the same property. The Division may be required to make a
payment to NPWA of approximately $462,000. Teleflex has agreed to assume
liability, if any is incurred in resolving this issue. Total environmental
expenses, exclusive of allocated corporate expenses, recorded by the Division
were approximately $17,000, $65,000 and $186,000 for the years ended December
26, 1993, December 25, 1994 and December 31, 1995.
The Division is also subject to legal proceedings and claims which arise in
the ordinary course of its business. In the opinion of management, the amount of
ultimate liability, if any, with respect to these actions will not have a
material adverse effect on the financial position, results of operations, or
cash flows of the Division.
F-37
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Advanced Materials Technologies, Inc.
We have audited the accompanying consolidated balance sheet of Advanced
Materials Technologies, Inc. and subsidiary as of March 31, 1996 and the related
consolidated statements of income, shareholders' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Advanced
Materials Technologies, Inc. and subsidiary at March 31, 1996, and the
consolidated results of their operations and their cash flows for the year then
ended, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Phoenix, Arizona
July 5, 1996, except for Note 12 as to
which the date is July 31, 1996
F-38
<PAGE>
ADVANCED MATERIALS TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
MARCH 31,
1996
-------------- JUNE 30,
1996
--------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents...................................................... $ 28,997 $ 310,917
Accounts receivable, less allowance for doubtful accounts of $35,000........... 3,961,012 4,617,173
Inventories.................................................................... 1,447,526 1,405,376
Other current assets........................................................... 246,214 15,080
-------------- --------------
Total current assets............................................................. 5,683,749 6,348,546
Property, plant and equipment, at cost:
Land........................................................................... 147,844 147,844
Building and leasehold improvements............................................ 1,058,682 1,104,097
Machinery and equipment........................................................ 4,126,342 4,625,202
Office equipment............................................................... 146,455 179,043
Transportation equipment....................................................... 74,598 74,598
-------------- --------------
5,553,921 6,130,784
Less accumulated depreciation and amortization................................... (1,438,980) (1,560,019)
-------------- --------------
4,114,941 4,570,765
Intangible assets, net........................................................... 861,339 840,881
Officer note receivable.......................................................... 199,541 192,316
Other assets..................................................................... 23,407 23,257
-------------- --------------
Total assets..................................................................... $ 10,882,977 $ 11,975,765
-------------- --------------
-------------- --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Lines of credit................................................................ $ 1,421,082 $ 1,422,645
Accounts payable............................................................... 880,402 552,519
Accrued expenses............................................................... 457,210 436,523
Income taxes payable........................................................... 352,364 1,191,364
Deferred income taxes.......................................................... 813,000 482,000
Current portion of long-term debt.............................................. 865,636 758,224
-------------- --------------
Total current liabilities........................................................ 4,789,694 4,843,275
Long-term debt, less current portion............................................. 3,142,199 3,197,988
Deferred income taxes............................................................ 382,000 410,000
Commitments...................................................................... -- --
Shareholders' equity:
Common stock, no par value, 1,000,000 shares authorized;
20,613 shares issued and outstanding.......................................... 131,193 131,193
Retained earnings.............................................................. 2,437,891 3,393,309
-------------- --------------
Total shareholders' equity....................................................... 2,569,084 3,524,502
-------------- --------------
Total liabilities and shareholders' equity....................................... $ 10,882,977 $ 11,975,765
-------------- --------------
-------------- --------------
</TABLE>
See accompanying notes.
F-39
<PAGE>
ADVANCED MATERIALS TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED ------------------------------
MARCH 31, 1996 JUNE 30, 1996 JUNE 30, 1995
--------------- -------------- --------------
(UNAUDITED)
<S> <C> <C> <C>
Net sales....................................................... $ 17,035,936 $ 6,214,611 $ 2,765,687
Cost of sales................................................... 9,608,858 3,604,474 1,591,206
--------------- -------------- --------------
Gross profit.................................................... 7,427,078 2,610,137 1,174,481
Selling, general and administrative expenses.................... 3,104,844 926,509 550,753
Special officer's bonus......................................... 2,507,500 -- --
--------------- -------------- --------------
Income from operations.......................................... 1,814,734 1,683,628 623,728
Other income (expense):
Interest income............................................... 19,286 1,490 3,206
Interest expense.............................................. (270,992) (110,092) (29,646)
Other......................................................... 11,249 20,392 6,287
--------------- -------------- --------------
Total other expense............................................. (240,457) (88,210) (20,153)
--------------- -------------- --------------
Income before income taxes...................................... 1,574,277 1,595,418 603,575
Provision for income taxes...................................... 749,000 640,000 241,000
--------------- -------------- --------------
Net income...................................................... $ 825,277 $ 955,418 $ 362,575
--------------- -------------- --------------
--------------- -------------- --------------
</TABLE>
See accompanying notes.
F-40
<PAGE>
ADVANCED MATERIALS TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON SHARES
---------------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
--------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Balances at April 1, 1995................................... 19,643 $ 19,643 $ 1,612,614 $ 1,632,257
Shares issued in connection with options exercised.......... 970 111,550 -- 111,550
Net income.................................................. -- -- 825,277 825,277
--------- ----------- ------------- -------------
Balances at March 31, 1996.................................. 20,613 131,193 2,437,891 2,569,084
Net income (unaudited)...................................... -- -- 955,418 955,418
--------- ----------- ------------- -------------
Balances at June 30, 1996 (unaudited)....................... 20,613 $ 131,193 $ 3,393,309 $ 3,524,502
--------- ----------- ------------- -------------
--------- ----------- ------------- -------------
</TABLE>
See accompanying notes.
F-41
<PAGE>
ADVANCED MATERIALS TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED ------------------------------
MARCH 31, 1996 JUNE 30, 1996 JUNE 30, 1995
--------------- -------------- --------------
(UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income...................................................... $ 825,277 $ 955,418 $ 362,575
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization................................. 314,305 141,497 64,956
Deferred income taxes (benefit)............................... 351,682 (303,000) 97,000
Loss on disposal of assets.................................... 8,250 -- --
Provision for doubtful accounts............................... 17,527 -- --
Special officer's bonus....................................... 2,507,500 -- --
Changes in assets and liabilities:
Accounts receivable......................................... (1,836,156) (656,161) (179,530)
Inventories................................................. (1,066,206) 42,150 (100,125)
Prepaid expenses............................................ (4,754) -- 6,845
Other current assets........................................ (191,320) 231,134 --
Accounts payable............................................ 436,947 (327,883) 13,337
Accrued expenses............................................ 80,021 (20,687) (72,061)
Income taxes payable........................................ 328,065 839,000 119,557
--------------- -------------- --------------
Net cash provided by operating activities....................... 1,771,138 901,468 312,554
INVESTING ACTIVITIES
Purchases of property, plant and equipment...................... (1,034,878) (576,863) (163,131)
Proceeds from disposal of property, plant and equipment......... 11,994 -- --
(Increase) decrease in deposits................................. (9,554) 150 13,853
Acquisition of SPOA, net of cash acquired....................... (761,221) -- --
Advance to officer.............................................. (2,500,000) -- --
--------------- -------------- --------------
Net cash used in investing activities........................... (4,293,659) (576,713) (149,278)
FINANCING ACTIVITIES
Net increase in lines of credit................................. 1,215,194 1,563 --
Proceeds from long-term debt.................................... 2,298,001 -- --
Payments of long-term debt...................................... (431,416) (51,623) (73,127)
(Increase) decrease in officer note receivable.................. (199,541) 7,225 --
Decrease in officer note payable................................ (678,383) -- (76,647)
--------------- -------------- --------------
Net cash provided by (used in) financing activities............. 2,203,855 (42,835) (149,774)
--------------- -------------- --------------
Net (decrease) increase in cash and cash equivalents............ (318,666) 281,920 13,502
Cash and cash equivalents at beginning of period................ 347,663 28,997 347,663
--------------- -------------- --------------
Cash and cash equivalents at end of period...................... $ 28,997 $ 310,917 $ 361,165
--------------- -------------- --------------
--------------- -------------- --------------
</TABLE>
See accompanying notes.
F-42
<PAGE>
ADVANCED MATERIALS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(INFORMATION FOR THE PERIODS ENDED JUNE 30, 1996 AND JUNE 30, 1995 IS UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Advanced Materials Technologies, Inc. (Company) and its wholly owned
subsidiary, Special Processes of Arizona, Inc., are in one line of business as a
repair operation of aircraft component parts used in the commercial airline
industry. The Company was incorporated in the State of Arizona in January 1984
and is a licensed FAA repair station.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary. Significant intercompany accounts and
transactions have been eliminated in consolidation.
INTERIM FINANCIAL INFORMATION
The financial statements and disclosures included herein for the periods
ended June 30, 1995 and 1996 are unaudited; however, in the opinion of
management, all adjustments (consisting solely of normal recurring adjustments)
necessary for a fair presentation of the consolidated financial statements in
accordance with generally accepted accounting principles for these interim
periods have been included. The results of interim periods are not necessarily
indicative of the results to be obtained for a full fiscal year.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost has been
determined on the first-in, first-out basis.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated on the basis of cost. Depreciation
and amortization are computed under the straight-line method over the estimated
useful lives of the assets. The estimated useful lives are as follows:
<TABLE>
<S> <C>
Building and building improvements............................. 30 years
7 - 15
Machinery and equipment........................................ years
5 - 10
Office equipment............................................... years
Transportation equipment....................................... 5 years
</TABLE>
INTANGIBLES
Intangibles assets were acquired in connection with the acquisition of
Special Processes of Arizona, Inc. Intangible assets include a noncompete
agreement and FAA approvals. The assets are being amortized over their estimated
useful lives of 5 to 15 years. Accumulated amortization at March 31, 1996 and
June 30, 1996 was $14,452 and $34,910, respectively. Management periodically
evaluates the continuing value of its intangibles based upon the expected gross
margin on the related assets.
INCOME TAXES
The Company accounts for income taxes using the liability method in
accordance with Statement of Financial Accounting Standards No. 109 --
"Accounting for Income Taxes."
F-43
<PAGE>
ADVANCED MATERIALS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996
(INFORMATION FOR THE PERIODS ENDED JUNE 30, 1996 AND JUNE 30, 1995 IS UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
STOCK BASED COMPENSATION
The Company grants stock options for a fixed number of shares to employees
with an exercise price equal to the fair value of the shares at the date of
grant. The Company accounts for stock option grants in accordance with APB
Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and, accordingly,
recognizes no compensation expense for the stock option grants.
REVENUE RECOGNITION
Sales are recorded at the time of shipment.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts receivable, accounts payable, and borrowings under its
short-term revolving credit arrangements approximates their fair values. The
fair values of the Company's long-term debt are estimated using discounted cash
flow analyses, based on the Company's current incremental borrowing rates for
similar types of borrowing arrangements, and the carrying amounts approximate
their fair value.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
2. ACQUISITIONS
Effective January 31, 1996, the Company acquired the assets and assumed
certain liabilities of Special Processes of Arizona, Inc. (SPOA). Under the
terms of the agreement, the Company paid $764,564 in cash and issued a
promissory note in the amount of $675,128. The acquisition has been accounted
for using the purchase method of accounting; therefore, the accompanying
financial statements include the accounts of SPOA since the date of acquisition.
The excess of cost over net assets acquired is being amortized over fifteen
years on a straight-line basis. The purchase price was allocated to assets
acquired based upon their fair market values at the date of acquisition, as
follows:
<TABLE>
<S> <C>
Cash and cash equivalents...................................... $ 3,343
Accounts receivable............................................ 416,275
Inventories.................................................... 93,359
Other current assets........................................... 17,626
Property, plant and equipment.................................. 725,000
Excess of cost over net assets acquired........................ 292,000
Other intangibles.............................................. 583,791
Line of credit................................................. (205,888)
Accounts payable............................................... (236,464)
Accrued expenses............................................... (21,462)
Long-term debt................................................. (227,888)
----------
$1,439,692
----------
----------
</TABLE>
Concurrent with the acquisition, the Company entered into a technical
consulting agreement with the former owner of SPOA for transition facilitation
services to be performed during February and March of 1996. The Company incurred
expense of $450,000 related to this agreement for the year ended March 31, 1996.
The results of operations of SPOA were not material when compared to the
Company.
F-44
<PAGE>
ADVANCED MATERIALS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996
(INFORMATION FOR THE PERIODS ENDED JUNE 30, 1996 AND JUNE 30, 1995 IS UNAUDITED)
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1996 1996
------------- -------------
<S> <C> <C>
Raw materials................................................... $ 152,288 $ 152,288
Work in process................................................. 1,295,238 1,253,088
------------- -------------
$ 1,447,526 $ 1,405,376
------------- -------------
------------- -------------
</TABLE>
4. LINES OF CREDIT
The Company has a revolving line of credit with maximum borrowings of the
lesser of $1,500,000 or 75 percent of eligible accounts receivable less a
borrowing base of $500,000. The revolving line of credit is personally
guaranteed by the majority shareholder of the company and collateralized by
substantially all receivables and equipment. The revolving line of credit bears
interest at prime plus 1 percent and matures July 1996. At March 31, 1996, and
June 30, 1996, the balance was $1,370,455 and $1,422,645, respectively, and
there were no available funds under the line of credit. The line of credit
agreement contains certain financial and other covenants for which the Company
was not in compliance as of March 31, 1996. The lines of credit were paid in
full subsequent to year-end as is discussed in Note 12.
SPOA has a revolving line of credit with maximum borrowings of the lesser of
$300,000 or 80 percent of eligible accounts receivable. The revolving line of
credit is collateralized by substantially all receivables and equipment. The
revolving line of credit bears interest at prime plus 2 percent. This line of
credit had a balance of $50,627 at March 31, 1996 and was paid in full and was
not renewed in April 1996.
The weighted average interest rates in short-term borrowings as of March 31,
1996 was approximately 9.25 percent.
F-45
<PAGE>
ADVANCED MATERIALS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996
(INFORMATION FOR THE PERIODS ENDED JUNE 30, 1996 AND JUNE 30, 1995 IS UNAUDITED)
5. LONG-TERM DEBT
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1996 1996
------------- -------------
<S> <C> <C>
Long-term debt consists of the following:
Note payable to a bank, collateralized by a deed of trust, payable in
monthly installments of $16,667, plus interest at prime plus 1.0 percent
until December 1998. Guaranteed by the majority shareholder.............. $ 1,950,000 $ 1,900,000
Note payable to an individual, collateralized by substantially all assets
of SPOA, payable in annual installments of $261,973 including interest at
8 percent until January 1999. Guaranteed by the majority shareholder..... 675,128 675,128
Note payable to a mortgage company, collateralized by deed of trust,
payable in monthly installments of $3,660 including interest at 10.5
percent until March 1997, at which time the remaining balance is expected
to be refinanced with bank debt at prime over 60 months; the debt
maturities reflect the expected refinancing terms........................ 371,023 369,771
Note payable to a bank, collateralized by equipment, payable in monthly
installments of $7,525, plus interest at prime until December 1999.
Guaranteed by the majority shareholder................................... 335,636 312,061
Note payable to a bank, collateralized by equipment, payable in monthly
installments of $3,457 including interest at prime until June 2001.
Guaranteed by the majority shareholder................................... 169,000 169,000
Note payable to a bank, payable in monthly installments of $4,444, plus
interest at prime plus 2.5 percent until December 1996, at which time the
remaining balance is due. Guaranteed by the majority shareholder......... 141,399 --
Note payable to a bank, collateralized by equipment, payable in monthly
installments of $4,059 including interest at 8.15 percent until December
1998. Guaranteed by the majority shareholder............................. 116,392 105,555
Other..................................................................... 249,257 424,697
------------- -------------
4,007,835 3,956,212
Less current portion...................................................... 865,636 758,224
------------- -------------
$ 3,142,199 $ 3,197,988
------------- -------------
------------- -------------
</TABLE>
Maturities of long-term debt for the five years succeeding March 31, 1996
are $865,636 in 1997, $677,774 in 1998, $1,976,891 in 1999, $148,733 in 2000,
and $338,801 in 2001.
Certain notes payable contain various covenants pertaining to the
maintenance of working capital and net worth for which the Company was not in
compliance. These defaults were cured through the payment in full of the related
notes subsequent to year-end as discussed in Note 12. The notes are classified
in accordance with these scheduled maturities given that such debt was paid in
full.
F-46
<PAGE>
ADVANCED MATERIALS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996
(INFORMATION FOR THE PERIODS ENDED JUNE 30, 1996 AND JUNE 30, 1995 IS UNAUDITED)
5. LONG-TERM DEBT (CONTINUED)
Interest paid during the year ended March 31, 1996 and the periods ended
June 30, 1996 and 1995 was approximately $171,000, $107,000, and $30,000,
respectively.
6. INCOME TAXES
Deferred income taxes reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows:
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1996 1996
------------- -------------
<S> <C> <C>
Deferred tax liabilities:
Tax over book depreciation.................................... $ 427,000 $ 455,000
Inventory basis differences................................... 540,000 209,000
Accounts receivable basis differences......................... 348,000 348,000
------------- -------------
Total deferred tax liabilities:................................. 1,315,000 1,012,000
Deferred tax assets:
Receivables and allowances.................................... 15,000 15,000
Accrued vacation.............................................. 58,000 58,000
Other......................................................... 47,000 47,000
------------- -------------
Total deferred tax assets....................................... 120,000 120,000
------------- -------------
Net deferred tax liability...................................... $ 1,195,000 $ 892,000
------------- -------------
------------- -------------
</TABLE>
Significant components of the federal and state income tax expense are:
<TABLE>
<CAPTION>
MARCH 31, JUNE 30, JUNE 30,
1996 1996 1995
----------- ------------ -----------
<S> <C> <C> <C>
Current:
Federal............................................. $ 320,000 $ 730,000 $ 112,000
State............................................... 83,000 213,000 32,000
----------- ------------ -----------
Total current......................................... 403,000 943,000 144,000
Deferred:
Federal............................................. 275,000 (235,000) 74,000
State............................................... 71,000 (68,000) 23,000
----------- ------------ -----------
Total deferred........................................ 346,000 (303,000) 97,000
----------- ------------ -----------
$ 749,000 $ 640,000 $ 241,000
----------- ------------ -----------
----------- ------------ -----------
</TABLE>
The reconciliation of income tax computed at the U.S. federal statutory tax
rates to the income tax expense effective rate is as follows:
<TABLE>
<CAPTION>
MARCH 31, JUNE 30, JUNE 30,
1996 1996 1995
--------------- ------------- -------------
<S> <C> <C> <C>
Tax at U.S. statutory rates................................. 34% 34% 34%
State income taxes net of federal benefit................... 6 6 6
Nondeductible expenses...................................... 6 -- --
Other....................................................... 1 -- --
-- -- --
47% 40% 40%
-- -- --
-- -- --
</TABLE>
F-47
<PAGE>
ADVANCED MATERIALS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996
(INFORMATION FOR THE PERIODS ENDED JUNE 30, 1996 AND JUNE 30, 1995 IS UNAUDITED)
6. INCOME TAXES (CONTINUED)
Total income tax payments, net of any refunds received, during the year
ended March 31, 1996 and the periods ended June 30, 1996 and 1995 were
approximately $175,000, $104,000 and $24,000, respectively.
7. STOCK OPTION PLAN
The Company has a stock option plan which covers directors, officers and key
employees of the Company. In August of 1993 the Company granted a key employee
options to purchase a total of 2,425 shares at $115 per share. The exercise
price of the options granted was at a price that approximated the fair value of
the common shares at the date of grant. The options are exercisable in five
equal annual options of 485 shares. All options expire six years after the date
of grant. Options to purchase 970 shares were exercised for $111,550 during
1996. No cash was received under the exercise of these options as the amount due
was offset against certain royalties payable due the option holder. No options
were exercisable at March 31, 1996 and June 30, 1996, respectively.
8. SIGNIFICANT CUSTOMERS
The Company's significant customers are businesses in the aerospace
components industry. Credit losses have been provided for in the financial
statements and have been within management's expectations. The Company performs
ongoing credit evaluations of its customers' financial condition, and generally
does not require collateral.
Sales to one customer accounted for approximately 62 percent, 56 percent and
61 percent of total sales for the year ended March 31, 1996 and the periods
ended June 30, 1996 and 1995, respectively.
9. COMMITMENTS
LEASE COMMITMENTS
The Company leases real property, vehicles and office equipment under
noncancelable operating leases, including buildings leased from the majority
shareholder. Certain leases have rent escalation clauses and renewal options up
to ten years. Future minimum payments under the noncancelable operating leases
with terms in excess of one year consisted of the following at March 31, 1996:
<TABLE>
<S> <C>
1997........................................................... $ 172,000
1998........................................................... 163,000
1999........................................................... 163,000
2000........................................................... 157,000
2001........................................................... 157,000
Thereafter..................................................... 905,000
----------
$1,717,000
----------
----------
</TABLE>
Rental expense under the noncancelable leases was approximately $76,000, $36,000
and $11,000 for the year ended March 31, 1996 and the periods ended June 30,
1996 and 1995, respectively, including approximately $26,000, $31,000 and $0 in
rental expenses paid to the majority shareholder.
ROYALTY AGREEMENT
During 1993, the Company formalized a royalty agreement with certain
participants regarding the development of technical processes. The participants
are compensated 12 percent, in aggregate, of gross revenues generated by the
component part number for which the technical process was utilized. The royalty
is paid based on revenues generated in the first eighteen months of each covered
part numbers
F-48
<PAGE>
ADVANCED MATERIALS TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996
(INFORMATION FOR THE PERIODS ENDED JUNE 30, 1996 AND JUNE 30, 1995 IS UNAUDITED)
9. COMMITMENTS (CONTINUED)
existence. Royalty expense under this agreement was approximately $534,000,
$127,000 and $102,000 for the year ended March 31, 1996 and the periods ended
June 30, 1996 and 1995, respectively, of which approximately $358,000, $127,000
and $74,000 was paid to the Company's majority shareholder.
10. BENEFIT PLAN
The Company sponsors a defined contribution benefit plan covering employees
who meet specified age and service requirements. The Company contributes an
amount equal to 50 percent of each participant's contribution, not to exceed 6
percent of the employees salary per year per participant. The Company
contributed and expensed approximately $43,000, $12,000 and $10,000 during the
year ended March 31, 1996 and the periods ended June 30, 1996 and 1995,
respectively.
11. RELATED PARTY TRANSACTIONS
During 1996, the Company incurred $2,500,000 of debt from a bank for which
the proceeds were advanced to its majority shareholder as an officer note
receivable. The Company also paid a bonus of $2,507,500 to the same officer and
reduced the officer note receivable by that amount. The outstanding balance on
the officer note receivable is unsecured, bears interest at 9.5 percent and is
due on demand.
12. SUBSEQUENT EVENT
Subsequent to March 31, 1996, a letter of intent was signed by the majority
shareholder for an unrelated third party to acquire all of the outstanding stock
of the Company. On July 31, 1996, the Company completed the sale of its stock to
The Triumph Group Holdings, Inc. at which time funds were advanced to extinguish
substantially all long-term debt.
F-49
<PAGE>
[An airplane gauge]
A. BIEDERMAN
A. BIEDERMAN AND AIR LAB, DEDICATED TO THE HIGHEST STANDARDS IN THE AIRCRAFT AND
INDUSTRIAL INSTRUMENT AND AVIONICS INDUSTRY FOR OVER 60 YEARS.
[Various aircraft turbine parts]
ADVANCED MATERIALS TECHNOLOGIES, INC.
AMTI'S FUTURE LIES IN THE MANUFACTURE AND RESTORATION OF TURBINE PARTS TO
MAIANTAIN THE TURBINE ENGINE FLEET.
[The factory floor of Aerospace Technologies, Inc.]
AEROSPACE TECHNOLOGIES
AEROSPACE TECHNOLOGIES, INC. IS A WORLD CLASS MANUFACTURER OF METALLIC COMPOSITE
HONEY-COMB ASSEMBLIES AS WELL AS A CERTIFIED FAA REPAIR STATION FOR FUSELAGE
WING AND FLIGHT CONTROL SURFACE PARTS.
[A stretch forming machine at K-T Corporation]
K T CORPORATION
K T CORPORATION PERFORMS STRETCH FORMING, MACHINING AND OTHER FABRICATION FOR
THE AEROSPACE, TRANSPORTATION AND GENERAL INDUSTRY SECTORS.
[Ultra precision machining of a gauge]
L.A. GAUGE CO.
L.A. GAUGE IS AN ULTRA PRECISION MACHINING, BONDING AND FABRICATION SHOP SERVING
THE AEROSPACE, COMPUTER, MEDICAL AND TRANSPORTATION INDUSTRIES.
[A collage of aircraft and engine accessories including electrical and pneumatic
accessories]
LAMAR ELECTRO-AIR
LAMAR ELECTRO-AIR CORPORATION IS A DIVERSE, HIGH QUALITY COMPANY SERVING THE
TRANSPORTATION, MILITARY AND AEROSPACE INDUSTRIES WITH MANUFACTURED PRODUCTS AND
ACCESSORY OVER-HAUL SUPPORT.
[Three hot-gas values]
NORTHWEST INDUSTRIES
NORTHWEST INDUSTRIES IS A LEADER IN RARE METALS INCLUDING PRECISION MACHINING
AND FABRICATION OF REFRACTORY, REACTIVE, HEAT AND CORROSION-RESISTANT PRODUCTS
FOR THE AEROSPACE, NUCLEAR, CHEMICAL, MEDICAL AND ELECTRONIC INDUSTRIES.
[An aircraft auxiliary power unit]
TRIUMPH AIR REPAIR
TRIUMPH AIR REPAIR PROVIDES QUALITY REPAIR AND OVERHAUL SERVICE TO THE WORLD'S
COMMERCIAL AIRLINES, FOR AUXILIARY POWER UNITS AND OTHER SUPPLEMENTAL EQUIPMENT
AT AFFORDABLE COSTS AND SUPERIOR RELIABILITY.
[Various aircraft controls]
TRIUMPH CONTROLS, INC.
(FORMERLY TELEFLEX AEROSPACE DEFENSE)
FOR OVER HALF A CENTURY, AEROSPACE ENGINEERS HAVE TRUSTED TCI TO DEVELOP
INNOVATIVE DESIGN SOLUTIONS FOR A BROAD RANGE OF CONTROL APPLICATIONS.
[Logo]
TRIUMPH GROUP, INC.
WAYNE, PENNSYLVANIA - (610) 975-0420
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NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
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PAGE
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Prospectus Summary............................. 3
Risk Factors................................... 9
Historical Background.......................... 13
Use of Proceeds................................ 14
Dividend Policy................................ 14
Capitalization................................. 15
Dilution....................................... 16
Selected Financial Data........................ 17
Selected Unaudited Pro Forma Financial Data.... 19
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 22
Business....................................... 31
Management..................................... 41
Certain Transactions........................... 45
Principal Stockholders......................... 47
Description of Capital Stock................... 48
Direct Sale.................................... 49
Shares Eligible for Future Sale................ 50
Underwriting................................... 51
Legal Matters.................................. 52
Experts........................................ 52
Additional Information......................... 52
Index to Financial Statements.................. F-1
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UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
2,500,000 SHARES
[LOGO]
TRIUMPH GROUP, INC.
COMMON STOCK
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PROSPECTUS
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ALEX. BROWN & SONS
INCORPORATED
DILLON, READ & CO. INC.
, 1996
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PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated amount of various expenses in
connection with the sale and distribution of the securities being registered:
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SEC registration fee......................................... $18,620.69
NASD filing fee.............................................. 5,675.00
NYSE filing fee.............................................. *
Printing and engraving expenses.............................. *
Legal fees and expenses (including blue sky fees and
expenses)................................................... *
Accounting fees and expenses................................. *
Transfer agent fees.......................................... *
Miscellaneous................................................ *
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Total........................................................ $1,050,000.00
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* To be provided by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-laws of the Registrant provide for indemnification of directors and
officers in accordance with indemnification provisions of the Delaware General
Corporation Law. The Delaware statute permits indemnification of directors and
officers of a corporation under certain conditions and subject to certain
limitations.
The Registrant's Certificate of Incorporation, as amended, provides that,
subject to certain limitations, no director shall be personally liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The following sales of securities of the Company, including its
subsidiaries, took place on the dates indicated (except as otherwise shown,
transactions shown are on a pre-Stock Split basis):
On May 9, 1995, the Company sold 400 shares of Class A Common Stock to the
president of Triumph Air Repair for $52.325 per share and 14% JSDs in the
aggregate principal amount of $28,818 which bear interest at the rate of 14% per
annum and mature on December 31, 2003.
On January 23, 1996, TCI, a subsidiary of the Company, in connection with
the acquisition of TCI by the Company, sold 2,150 shares of its common stock to
one corporation for $10.00 per share and 10.5% JSDs in the aggregate principal
amount of $344,000 which bear interest at the rate of 10.5% per annum and mature
in two equal installments on December 31, 2002 and 2003 and sold an aggregate of
2,850 shares of its common stock and $456,000 aggregate principal amount of such
10.5% JSDs to five employees of TCI. The Company also granted to the president
of TCI a purchase option to purchase shares of Class A Common Stock which will
be exchanged into 19,500 shares of Common Stock (on a post-Stock Split basis) at
an exercise price of $1.87 per share and issued 14% JSDs which will be exchanged
into 1,816 shares of Common Stock at the JSD Exchange Ratio. This purchase
option was exercised on September 17, 1996.
On January 23, 1996, the Company issued a subordinated promissory note in
connection with its acquisition of TCI in the aggregate principal amount of
$5,500,000 which accrues interest at the rate of 10.5% per annum and matures in
two equal installments on December 31, 2002 and 2003.
In July 1996, the Company granted a stockholder of AMTI a purchase option to
purchase shares of Class A Common Stock which will be exchanged into 13,000
shares of Common Stock (on a post-Stock Split basis) at an exercise price of
$1.87 per share and issued 14% JSDs which will be exchanged into 1,211 shares of
Common Stock at the JSD Exchange Ratio. This purchase option was exercised on
August 30, 1996.
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In August 1996, the Company granted to the president of Aerospace
Technologies, Inc., a subsidiary of the Company, a purchase option to purchase
shares of Class A Common Stock which will be exchanged into 7,800 shares of
Common Stock (on a post-Stock Split basis) at an exercise price of $1.87 per
share and issued 14% JSDs which will be exchanged into 727 shares of Common
Stock at the JSD Exchange Ratio. This purchase option was exercised on September
25, 1996.
The foregoing transactions were exempt from registration under the
Securities Act pursuant to Section 4(2) of the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Except as otherwise noted, the exhibit has previously been filed.
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EXHIBIT NO.
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1 Form of Underwriting Agreement.
3.1 Amended and Restated Certificate of Incorporation of the Company.
3.2 By-laws of the Company.
4 Form of certificate evidencing Common Stock of the Company.**
5 Opinion of Ballard Spahr Andrews & Ingersoll regarding legality of securities being registered.**
10.1 Form of Employment Agreement with Richard C. Ill.**
10.2 Form of Employment Agreement with John R. Bartholdson.**
10.3 Credit Agreement with PNC Bank, N.A. dated July 19, 1996.
10.4 Guaranty of the Company to PNC Bank, N.A. dated July 19, 1996.
10.5 Purchase Agreement dated as of July 22, 1993 between the Company and Citicorp Venture Capital, Ltd.
10.6 Subordinated Promissory Note dated June 1, 1993 payable to MDR Corporation, as amended.
10.7 Stockholders Agreement dated as of July 22, 1993 among the Company, Citicorp Venture Capital, Ltd.,
World Equity Partners, L.P. and certain members of management of the Company, as amended on May 9,
1995.
10.8 Registration Agreement dated as of July 22, 1993 among the Company, Citicorp Venture Capital, Ltd.,
World Equity Partners, L.P. and certain members of management of the Company.
10.9 Warrant dated July 22, 1993 issued to World Equity Partners, L.P.
10.10 Warrant Agreement dated as of July 22, 1993 among the Company, Citicorp Venture Capital, Ltd. and
World Equity Partners, L.P.
10.11 Asset Purchase Agreement dated as of December 31, 1995 among the Company, Triumph Control Systems,
Inc. and Teleflex Incorporated.
10.12 Subordinated Promissory Note dated December 31, 1995 payable to Teleflex Incorporated.
10.13 Stock Purchase Agreement dated as of July 31, 1996 among The Triumph Group Holdings, Inc., Advanced
Materials Technologies Inc. and certain members of management of Advanced Materials Technologies
Inc.
10.14 Executive Securities Agreement dated July 31, 1996 between the Company and Jay Donkersloot, as
amended.*
10.15 Non-Competition Agreement dated July 31, 1996 between the Company and Jay Donkersloot.
10.16 Note Modification Agreement dated December 31, 1995 between the Company and MDR Corporation
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10.17 Executive Stock Agreement dated as of May 9, 1995 between the Company and John M. Brasch
10.18 Form of 1996 Stock Option Plan.*
10.19 Form of Executive Securities Agreement.*
11.1 Statements re: computations of per share earnings.*
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Price Waterhouse LLP.*
23.3 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5).**
27 Financial Data Schedule.
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* Filed herewith.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The Registrant hereby undertakes to provide to the underwriter at the
closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names required by the underwriter to permit
prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Chester, Commonwealth
of Pennsylvania, on September 25, 1996.
TRIUMPH GROUP, INC.
By: ________/s/ RICHARD C. ILL________
Richard C. Ill
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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President, Chief Executive
Officer and Director
/s/ RICHARD C. ILL (Principal Executive September 25, 1996
Richard C. Ill Officer)
Senior Vice President,
Chief Financial Officer,
/s/ JOHN R. BARTHOLDSON Treasurer and Director September 25, 1996
John R. Bartholdson (Principal Financial
Officer)
Controller
/s/ KEVIN E. KINDIG (Principal Accounting September 25, 1996
Kevin E. Kindig Officer)
/s/ RICHARD C. GOZON Director September 25, 1996
Richard C. Gozon
/s/CLAUDE F. KRONK Director September 25, 1996
Claude F. Kronk
/s/ JOSEPH M. SILVESTRI Director September 25, 1996
Joseph M. Silvestri
/s/ MICHAEL A. DELANEY Director September 25, 1996
Michael A. Delaney
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EXHIBIT INDEX
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EXHIBIT
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1 Form of Underwriting Agreement.
3.1 Amended and Restated Certificate of Incorporation of the Company.
3.2 By-laws of the Company.
4 Form of certificate evidencing Common Stock of the Company.**
5 Opinion of Ballard Spahr Andrews & Ingersoll regarding legality of securities being
registered.**
10.1 Form of Employment Agreement with Richard C. Ill.**
10.2 Form of Employment Agreement with John R. Bartholdson.**
10.3 Credit Agreement with PNC Bank, N.A. dated July 19, 1996.
10.4 Guaranty of the Company to PNC Bank, N.A. dated July 19, 1996.
10.5 Purchase Agreement dated as of July 22, 1993 between the Company and Citicorp Venture Capital,
Ltd.
10.6 Subordinated Promissory Note dated June 1, 1993 payable to MDR Corporation, as amended.
10.7 Stockholders Agreement dated as of July 22, 1993 among the Company, Citicorp Venture Capital,
Ltd., World Equity Partners, L.P. and certain members of management of the Company, as amended
on May 9, 1995.
10.8 Registration Agreement dated as of July 22, 1993 among the Company, Citicorp Venture Capital,
Ltd., World Equity Partners, L.P. and certain members of management of the Company.
10.9 Warrant dated July 22, 1993 issued to World Equity Partners, L.P.
10.10 Warrant Agreement dated as of July 22, 1993 among the Company, Citicorp Venture Capital, Ltd.
and World Equity Partners, L.P.
10.11 Asset Purchase Agreement dated as of December 31, 1995 among the Company, Triumph Control
Systems, Inc. and Teleflex Incorporated.
10.12 Subordinated Promissory Note dated December 31, 1995 payable to Teleflex Incorporated.
10.13 Stock Purchase Agreement dated as of July 31, 1996 among The Triumph Group Holdings, Inc.,
Advanced Materials Technologies Inc. and certain members of management of Advanced Materials
Technologies Inc.
10.14 Executive Securities Agreement dated July 31, 1996 between the Company and Jay Donkersloot, as
amended.*
10.15 Non-Competition Agreement dated July 31, 1996 between the Company and Jay Donkersloot.
10.16 Note Modification Agreement dated December 31, 1995 between the Company and MDR Corporation
10.17 Executive Stock Agreement dated as of May 9, 1995 between the Company and John M. Brasch
10.18 Form of 1996 Stock Option Plan.*
10.19 Form of Executive Securities Agreement.*
11.1 Statements re: computations of per share earnings.*
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Price Waterhouse LLP.*
23.3 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5).**
27 Financial Data Schedule.
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* Filed herewith.
** To be filed by amendment.
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EXECUTIVE SECURITIES AGREEMENT
THIS AGREEMENT is made as of July 31, 1996 between THE TRIUMPH GROUP
HOLDINGS, INC., a Delaware corporation (the "Company"), and Jay Donkersloot
("Executive").
The Company and Executive desire to enter into an agreement pursuant
to which Executive will be entitled to purchase, and the Company will sell, Two
Hundred (200) shares of the Company's Class A Common Stock, par value $.01 per
share (the "Common Stock"), and a junior subordinated promissory note
substantially in the form of Exhibit A attached hereto (such note and any
Additional Notes issued pursuant thereto being referred to herein, unless the
context indicates otherwise, as (the "Note")) in the principal amount of
$17,162.45. This Agreement is being entered into contemporaneously with the
closing of the Stock Purchase Agreement dated as of July 31, 1996 (the "Stock
Purchase Agreement") by and between The Triumph Group, Inc., a wholly-owned
subsidiary of the Company, and the Executive and represents a further inducement
to Executive to enter into the Stock Purchase Agreement and to complete the
transactions contemplated thereby.
All of such shares of Common Stock now owned or hereafter acquired by
Executive are referred to herein as "Executive Common Stock." Executive Common
Stock and the Note are referred to herein as "Executive Securities." Certain
definitions are set forth in paragraph 11 of this Agreement.
The parties hereto agree as follows:
1. PURCHASE AND SALE OF EXECUTIVE SECURITIES.
(a) Upon execution of this Agreement, Executive will be entitled
purchase, for a period of ninety (90) days following the date on which the
Memorandum referred to in Section 1(b) hereof is delivered to Executive (the
"Subscription Term"), and the Company will sell, upon receipt of the Election
Notice (as defined in Section 1(b) hereof) from Executive, Two Hundred (200)
shares of Common Stock at a price of $121.55 per share and the Note at a price
equal to the face amount thereof.
(b) Not later than thirty (30) days following the date hereof,
the Company shall deliver to Executive a Memorandum containing the information
required by Rule 502(a)(2)(i) of the Securities and Exchange Commission issued
under the Securities Act of 1933, as amended, in order to assist Executive in
determining whether to exercise his right to subscribe to the Executive
Securities pursuant hereto.
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(c) Executive shall be entitled to purchase the Executive
Securities at any time during the Subscription Term by delivering to the Company
notice of his election to as subscribe (the "Election Notice"). The sale and
purchase of the Executive Securities shall occur on the fifth business day
following the day on which the Company receives the Election Notice (the "Sale
Date"). On the Sale Date the Company will deliver to Executive a certificate or
certificates representing the Common Stock and the Note, and Executive will
deliver to the Company a cashier's or certified check or wire transfer of funds
in the aggregate amount of $41,472.45
(d) Within thirty (30) days after Executive purchases any
Executive Securities from the Company, Executive will make an effective election
with the Internal Revenue Service under Section 83(b) of the Internal Revenue
Code and the regulations promulgated thereunder in the form of Annex A attached
hereto.
(e) In connection with the purchase and sale of the Executive
Securities hereunder, Executive will represent and warrant to the Company, on
the Sale Date, that:
(i) The Executive Securities to be acquired by Executive
pursuant to this Agreement will be acquired for Executive's own account and
not with a view to, or intention of, distribution thereof in violation of
the 1933 Act, or any applicable state securities laws, and the Executive
Securities will not be disposed of in contravention of the 1933 Act or any
applicable state securities laws.
(ii) Executive is sophisticated in financial matters and is
able to evaluate the risks and benefits of the investment in the Executive
Securities.
(iii) Executive is able to bear the economic risk of his
investment in the Executive Securities for an indefinite period of time
because the Executive Securities have not been registered under the 1933
Act and, therefore, cannot be sold unless subsequently registered under the
1933 Act or an exemption from such registration is available.
(iv) Executive has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the offering of
Executive Securities and has had full access to such other information
concerning the Company as he has requested.
(v) This Agreement constitutes the legal, valid and binding
obligation of Executive, enforceable in accordance with its terms, and the
execution, delivery and
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performance of this Agreement by Executive does not and will not conflict
with, violate or cause a breach of any agreement, contract or instrument to
which Executive is a party or any judgment, order or decree to which
Executive is subject.
(f) As an inducement to the Company to issue the Executive
Securities to Executive and as a condition thereto, Executive acknowledges and
agrees that:
(i) neither the issuance of the Executive Securities to
Executive nor any provision contained herein shall entitle Executive to
remain in the employment of the Company or any of its Subsidiaries or
affect the right of the Company or any such Subsidiary to terminate
Executive's employment other than in accordance with the terms and
conditions of the Employment Agreement, dated July 31, 1996, by and
between Advanced Material Technologies Inc., an Arizona corporation, and
Executive; and
(ii) the Company shall have no duty or obligation to
disclose to Executive, and Executive shall have no right to be advised of,
any material information regarding the Company at any time prior to, upon
or in connection with the repurchase of Executive Securities upon the
termination of Executive's employment with the Company or any of its
Subsidiaries, or as otherwise provided hereunder.
2. REGULAR AND TIME VALUED EXECUTIVE COMMON STOCK.
(a) Except as otherwise provided in paragraph 2(b) below, the
shares of Executive Common Stock will become "Time Valued Shares" in accordance
with the following schedule, if as of each such date Executive is still employed
by the Company:
Cumulative
Percentage of Executive
Common Stock to become
Date Time Valued Shares
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Date hereof: 0.0%
On the first anniversary
of the date hereof: 20.0%
On the second
anniversary of the date
hereof: 40.0%
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On the third anniversary
of the date hereof: 60.0%
On the fourth
anniversary of the date
hereof: 80.0%
On the fifth anniversary
of the date hereof: 100.0%
(b) If Executive ceases to be employed by the Company or a
Subsidiary of the Company for any reason, including the death or permanent
disability of Executive, on any date other than any anniversary date prior to
the fifth anniversary date, the cumulative percentage of Executive Common Stock
to become Time Valued Shares will be determined on a pro rata basis according to
the number of days elapsed since the prior anniversary date. Upon the
occurrence of a Sale of the Company or a Qualified Public Offering, all shares
of Executive Common Stock which have not yet become Time Valued Shares shall
become Time Valued Shares at the time of such event. For purposes of this
paragraph 2(b), the determination of permanent disability shall be made in good
faith by the Company's board of directors (the "Board"). All shares of
Executive Common Stock which have not become Time Valued Shares are referred to
herein as "Regular Shares."
3. REPURCHASE OPTION.
(a) In the event Executive ceases to be employed by the Company
or a Subsidiary of the Company for any reason (the "Termination"), the Executive
Securities (whether held by Executive or one or more of Executive's transferees)
will be subject to repurchase by the Company, pursuant to the terms and
conditions set forth in this paragraph 3 (the "Repurchase Option").
(b) Except as provided in subsection 3(c) below, the purchase
price for each Regular Share of Executive Common Stock will be the lesser of
Book Value or Executive's Original Cost for such share, and the purchase price
for each Time Valued Share of Executive Common Stock will be the Book Value for
such share. The purchase price for the Note will be the outstanding principal
amount thereof plus all accrued and unpaid interest thereon until the date of
payment (whether or not represented by an Additional Note).
(c) If the Executive resigns or his employment is terminated for
Cause, the purchase price for each Time Valued and
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Regular Share will be the lesser of Book Value or Executive's Original Cost for
such share.
(d) The Board may elect to purchase all or any portion of the
Executive Common Stock and the Note by delivering written notice (the
"Repurchase Notice") to the holder or holders of the Executive Securities within
90 days after the Termination. The Repurchase Notice will set forth the number
of Regular Shares and Time Valued Shares and the amount of the Note (in each
case if less than all) to be acquired from each holder, the aggregate
consideration to be paid for such shares and the Note (or portion thereof) and
the time and place for the closing of the transaction. The number of shares to
be repurchased by the Company shall first be satisfied to the extent possible
from the shares of Executive Common Stock held by Executive at the time of
delivery of the Repurchase Notice. If the number of shares of Executive Common
Stock and the principal amount of the Note then held by Executive are less than
the total number of shares of Executive Common Stock and the amount of the Note
the Company has elected to purchase, the Company shall purchase the remaining
shares and amount of the Note elected to be purchased from the transferees of
such Executive's Executive Common Stock and Note under this Agreement, pro rata
according to the number of shares of Executive Common Stock and principal amount
of Note held by such transferees at the time of delivery of such Repurchase
Notice (determined as nearly as practicable to the nearest share or nearest
dollar, as applicable). The number of Regular Shares and Time Valued Shares to
be repurchased hereunder will be allocated among Executive and such transferees
of Executive Common Stock (if any) pro rata according to the number of shares of
Executive Common Stock to be purchased from such persons.
(e) The closing of the purchase of the Executive Securities
pursuant to the Repurchase Option shall take place on the date designated by the
Company in the Repurchase Notice which date shall not be more than 60 days nor
less than five days after the delivery of the later of any such notice to be
delivered. The Company will pay for the Executive Securities to be purchased by
delivery of (i) a check or wire transfer of funds, (ii) a subordinated note or
notes payable in up to three equal annual installments beginning on the first
anniversary of the closing of such purchase and bearing interest (payable
quarterly) at a rate per annum equal to the prime rate announced from time to
time by Citibank, N.A. or (iii) both (i) and (ii), in each case, in the
aggregate amount of the purchase price for such securities. Any notes issued by
the Company pursuant to this paragraph 3(e) shall be subject to any restrictive
covenants to which the Company is subject at the time of such purchase. In
addition, the Company may pay the purchase price for the Executive Securities by
offsetting amounts outstanding under any bona fide debts owed by Executive to
the Company. If less than all of the Note is
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purchased, the Company shall issue to the holder or holders a note or notes of
like tenor as the Note in the amount not purchased, which note shall thereafter
be the Note for purposes of this Agreement.
(f) The rights of the Company to repurchase Time Valued Shares
pursuant to this paragraph 3 shall terminate upon the first to occur of the Sale
of the Company or a Qualified Public Offering.
(g) Notwithstanding anything to the contrary contained in this
Agreement, all repurchases of Executive Common Stock and the Note (or portion
thereof) by the Company shall be subject to applicable restrictions contained in
the Pennsylvania Business Corporation Law and in the Company's financing
agreements. If any such restrictions prohibit the repurchase of Executive
Common Stock and the Note (or portion thereof) hereunder which the Company is
otherwise entitled or required to make, the Company may make such repurchases
(plus interest accruing at the rate of 7% per annum from the date the Company
elects to make such prohibited repurchase to the date such repurchase is
actually made) as soon as it is permitted to do so under such restrictions.
4. RESTRICTIONS ON TRANSFER.
(a) TRANSFER OF EXECUTIVE SECURITIES. Executive shall not sell,
transfer, assign, pledge or otherwise dispose of (whether with or without
consideration and whether voluntarily or involuntarily or by operation of law)
any interest in any of the Executive Securities (a "Transfer"), except pursuant
to (i) the provisions of paragraph 3 hereof, a Public Sale or a Sale of the
Company ("Exempt Transfers") or (ii) the provisions of this paragraph 4;
provided that in no event shall any Transfer of Executive Securities pursuant to
this paragraph 4 be made for any consideration other than cash payable upon
consummation of such Transfer or in installments over time. Prior to making any
Transfer other than an Exempt Transfer, Executive will give written notice (the
"Sale Notice") to the Company. The Sale Notice will disclose in reasonable
detail the identity of the prospective transferee(s), the number of shares of
Executive Common Stock and the portion of the Note to be transferred and the
terms and conditions of the proposed transfer. Executive will not consummate any
Transfer until 60 days after the Sale Notice has been given to the Company,
unless the parties to the Transfer have been finally determined pursuant to this
paragraph 4 prior to the expiration of such 60-day period. (The date of the
first to occur of such events is referred to herein as the "Authorization
Date").
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(b) FIRST REFUSAL RIGHTS. The Company may elect to purchase all
or any portion of the Executive Securities to be transferred upon the same terms
and conditions as those set forth in the Sale Notice by delivering a written
notice of such election to Executive within 25 days after the Sale Notice has
been given to the Company. If the Company does not elect to purchase all of the
Executive Securities specified in the Sale Notice, Executive may transfer the
remaining Executive Securities specified in the Sale Notice at a price and on
terms no more favorable to the transferee(s) thereof than specified in the Sale
Notice during the 60-day period immediately following the Authorization Date.
Any Executive Securities not transferred within such 60-day period will be
subject to the provisions of this paragraph 4(b) upon subsequent transfer. The
Company may pay the purchase price for such shares by offsetting amounts
outstanding under any bona fide debts owed by Executive to the Company.
(c) CERTAIN PERMITTED TRANSFERS. The restrictions contained in
this paragraph 4 will not apply with respect to transfers of Executive
Securities (i) pursuant to applicable laws of descent and distribution or (ii)
among Executive's family group; provided that (x) such restrictions will
continue to be applicable to the Executive Securities after any such transfer
and (y) the transferees of such Executive Securities have agreed in writing to
be bound by the provisions of this Agreement. Executive's "family group" means
Executive's spouse and descendants (whether natural or adopted) and any trust
solely for the benefit of Executive and/or Executive's spouse and/or
descendants.
(d) PLEDGES. Notwithstanding the provisions of this paragraph
4, Executive may not pledge any Executive Securities.
(e) TERMINATION OF RESTRICTIONS. The restrictions on the
transfer of shares of Executive Securities set forth in this paragraph 4 will
continue with respect to all Executive Securities following any transfer
thereof; provided that in any event such restrictions will terminate on the
first to occur of a Sale of the Company or a Qualified Public Offering.
5. ADDITIONAL RESTRICTIONS ON TRANSFER.
(a) the certificates representing the Executive Common Stock and
the Note will bear the following legend:
"THE SECURITIES REPRESENTED HEREBY WERE ORIGINALLY ISSUED AS OF
________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE
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"ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO
SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS
AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE SECURITIES AGREEMENT
BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SECURITIES EVIDENCED
HEREBY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT
THE COMPANY PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b) No holder of Executive Securities may sell, transfer or
dispose of any Executive Securities (except pursuant to an effective
registration statement under the 1933 Act) without first delivering to the
Company an opinion of counsel (reasonably acceptable in form and substance to
the Company) that neither registration nor qualification under the 1933 Act and
applicable state securities laws is required in connection with such transfer.
(c) Each holder of Executive Securities agrees not to effect any
public sale or distribution of any Executive Securities or other equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable for any of the Company's equity securities, during the seven days
prior to and the 180 days after the effectiveness of any underwritten public
offering, except as part of such underwritten public offering or if otherwise
permitted by the Company.
6. SALE OF THE COMPANY.
(a) If the Board and the holders of a majority of the Company's
Common Stock approve a Sale of the Company (the "Approved Sale"), the holders of
Executive Securities will consent to and raise no objections against the
Approved Sale, and if the Approved Sale of the Company is structured as a sale
of stock, the holders of Executive Common Stock will agree to sell their shares
of Executive Common Stock on the terms and conditions approved by the Board and
the holders of a majority of the Company's Common Stock and will raise no
objections to process and will waive dissenters or similar rights. The holders
of Executive Securities will take all necessary and desirable actions in
connection with the consummation of the Approved Sale of the Company.
(b) The obligations of the holders of Executive Securities with
respect to the Approved Sale of the Company are subject to the satisfaction of
the following conditions: (i) upon the consummation of the Approved Sale, all of
the holders of Common Stock will receive the same form and amount of
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<PAGE>
consideration per share of Common Stock, or if any holders of Common Stock are
given an option as to the form and amount of consideration to be received, all
holders will be given the same option; and (ii) all holders of rights to acquire
shares of Common Stock will be given an opportunity to either (A) exercise such
rights prior to the consummation of the Approved Sale and participate in such
sale as holders of Common Stock or (B) upon the consummation of the Approved
Sale, receive in exchange for such rights consideration equal to the amount
determined by multiplying (1) the same amount of consideration per share of
Common Stock received by the holders of Common Stock in connection with the
Approved Sale less the exercise price per share of Common Stock of such rights
to acquire Common Stock by (2) the number of shares of Common Stock represented
by its rights.
(c) If the Company or the holders of the Company's securities
enter into any negotiation or transaction for which Rule 506 (or any similar
rule then in effect) promulgated by the Securities Exchange Commission may be
available with respect to such negotiation or transaction (including a merger,
consolidation or other reorganization), the holders of Executive Common Stock
will, at the request of the Company, appoint a purchaser representative (as such
term is defined in Rule 501) reasonably acceptable to the Company. If any
holder of Executive Common Stock appoints a purchaser representative designated
by the Company, the Company will pay the fees of such purchaser representative,
but if any holder of Executive Common Stock declines to appoint the purchaser
representative designated by the Company such holder will appoint another
purchaser representative (reasonably acceptable to the Company), and such holder
will be responsible for the fees of the purchaser representative so appointed.
(d) Executive and the other holders of Executive Common Stock
(if any) will bear their pro rata share (based upon the number of shares sold)
of the costs of any sale of Executive Common Stock pursuant to an Approved Sale
to the extent such costs are incurred for the benefit of all holders of Common
Stock and are not otherwise paid by the Company or the acquiring party. Costs
incurred by Executive and the other holders of Executive Common Stock on their
own behalf will not be considered costs of the transaction hereunder.
(e) The provisions of this paragraph 6 will terminate upon the
completion of a Qualified Public Offering.
7. CONFIDENTIAL INFORMATION. The Executive acknowledges that the
information, observations and data obtained by him while employed by the Company
concerning the business or affairs of the Company ("Confidential Information")
are the
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<PAGE>
property of the Company. Therefore, Executive agrees that he shall not disclose
to any unauthorized person or use for his own account any Confidential
Information without the prior written consent of the Board, unless and to the
extent that the aforementioned matters become generally known to and available
for use by the public other than as a result of Executive's acts or omissions to
act. Executive shall deliver to the Company at the termination of the
Executive's employment, or at any other time the Company may request, all
memoranda, notes, plans, records, reports, computer tapes and software and other
documents and data (and copies thereof) relating to the Confidential
Information, Work Product (as defined in Section 9 below) or the business of the
Company which he may then possess or have under his control.
8. INVENTIONS AND PATENTS. Executive agrees that all inventions,
innovations, improvements, developments, methods, designs, analyses, drawings,
reports, and all similar or related information which relates to the Company's
actual or anticipated business, research and development or existing or future
products or services and which are conceived, developed or made by Executive
while employed by Executive's Business ("Work Product") belong to the Company.
Executive will promptly disclose such Work Product to the Board and perform all
actions reasonably requested by the Board (whether during or after Executive's
employment period) to establish and confirm such ownership (including, without
limitation, assignments, consents, powers of attorney and other instruments).
9. NON-COMPETE; NON-SOLICITATION.
(a) Executive acknowledges that in the course of his employment
with the Company he has become familiar, and he will become familiar, with the
Company's trade secrets and with other confidential information concerning the
Company and that his services have been and will be of special, unique and
extraordinary value to the Company. Therefore, Executive agrees that, prior to
the termination of Executive's employment and for two years thereafter (the
"Noncompete Period"), he shall not directly or indirectly own, manage, control,
participate in, consult with, render services for, or in any manner engage in
any business competing with the businesses of the Company as such businesses
exist or are in process on the date of the termination of Executive's
employment, within any geographical area in which the Company engages or plans
to engage in such businesses. Nothing herein shall prohibit Executive from
being a passive owner of not more than 2% of the outstanding stock of any class
of a corporation which is publicly traded, so long as Executive has no active
participation in the business of such corporation.
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<PAGE>
(b) During the Noncompete Period, Executive shall not directly
or indirectly through another entity (i) induce or attempt to induce any
employee of the Company to leave the employ of the Company, or in any way
interfere with the relationship between the Company and any employee thereof,
(ii) hire any person who was an employee of the Company at any time during the
Executive's employment period, or (iii) induce or attempt to induce any
customer, supplier, licensee or other business relation of the Company to cease
doing business with the Company, or in any way interfere with the relationship
between any such customer, supplier, licensee or business relation and the
Company.
(c) If, at the time of enforcement of this paragraph 9, a court
should hold that the duration, scope or area restrictions stated herein are
unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope or area reasonable under such circumstances shall be
substituted for the stated duration, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum period,
scope and area permitted by law.
(d) In the event of the breach or a threatened breach by
Executive of any of the provisions of this paragraph 10, the Company, in
addition and supplementary to other rights and remedies existing in its favor,
may apply to any court of law or equity of competent jurisdiction for specific
performance and/or injunctive or other relief in order to enforce or prevent any
violations of the provisions hereof (without posting a bond or other security).
10. DEFINITIONS.
"BOOK VALUE" of each share of Executive Common Stock or Triumph
Common Stock will be equal to the quotient determined by dividing (A) the excess
of Company's or Triumph's assets over its liabilities as of the end of the
fiscal quarter immediately preceding the date of Executive's Termination or an
Exchange (provided however that if Executive's Termination occurs in connection
with a Sale of the Company, the excess of the Company's assets over its
liabilities shall be determined on a pro forma basis assuming the Sale of the
Company occurred on the last day of such fiscal quarter), determined on a
consolidated basis in accordance with generally accepted accounting principles,
consistently applied, less the liquidation value of all outstanding preferred
stock, by (B) the total number of shares of Common Stock or Triumph Common Stock
outstanding on a fully diluted basis (including in such calculation the
aggregate conversion price and exercise price of all outstanding convertible
securities, options and warrants).
11
<PAGE>
"CAUSE" shall mean (i) a material breach of this Agreement by
Executive, (ii) a breach of Executive's duty of loyalty to the Company, (iii)
the commission by Executive of a felony, a crime involving moral turpitude or
other act causing material harm to the Company's standing and reputation, (iv)
Executive's continued failure to perform his duties to the Company or (v)
Executive's substandard performance. For the purposes of this agreement,
"substandard performance" shall be determined in good faith by a majority of the
Board. In assessing Executive's performance, the Board shall give due
consideration to the overall industry experience in assessing Executive's
performance. After due consideration of these factors, if a majority of the
Board determines in good faith that the Company would have performed
substantially better with other management and that the future performance of
the Company would be best served by new management, the Board may terminate
Executive for "substandard performance."
"EXECUTIVE COMMON STOCK" will continue to be Executive Common
Stock in the hands of any holder other than Executive (except for the Company
and except for transferees in a Public Sale), and except as otherwise provided
herein, each such other holder of Executive Common Stock will succeed to all
rights and obligations attributable to Executive as a holder of Executive Common
Stock hereunder. Executive Common Stock will also include shares of the
Company's capital stock issued with respect to Executive Common Stock by way of
a stock split, stock dividend or other recapitalization.
"INDEPENDENT THIRD PARTY" means any person who, immediately prior
to the contemplated transaction, does not own in excess of 5% of the Company's
Common Stock on a fully diluted basis, who is not controlling, controlled by or
under common control with any such 5% owner of the Company's Common Stock and
who is not the spouse or descendent (by birth or adoption) of any such 5% owner
of the Company's Common Stock.
"1933 ACT" means the Securities Act of 1933, as amended from time
to time.
"ORIGINAL COST" of each share of Common Stock purchased hereunder
will be equal to $121.55 (as proportionately adjusted for all subsequent stock
splits, stock dividends and other recapitalizations).
"PERMITTED TRANSFEREE" means any holder of Executive Common Stock
who acquired such stock pursuant to a transfer permitted by paragraph 4(c).
"PUBLIC SALE" means any sale pursuant to a registered public
offering under the 1933 Act or any sale to the
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<PAGE>
public pursuant to Rule 144 promulgated under the 1933 Act effected through a
broker, dealer or market maker.
"QUALIFIED PUBLIC OFFERING" means the sale in an underwritten
public offering registered under the 1933 Act of shares of the Company's Common
Stock having an aggregate offering value of at least $15 million.
"REGULAR SHARES" means those shares of Executive Common Stock
designated as such pursuant to Section 2.
"SALE OF THE COMPANY" means the sale of the Company to an
Independent Third Party or affiliated group of Independent Third Parties
pursuant to which such party or parties acquire (i) capital stock of the Company
possessing the voting power to elect a majority of the Company's board of
directors (whether by merger, consolidation or sale or transfer of the Company's
capital stock) or (ii) all or substantially all of the Company's assets
determined on a consolidated basis.
"SUBSIDIARY" means any corporation of which the Company owns
securities having a majority of the ordinary voting power in electing the board
of directors directly or through one or more subsidiaries.
"TIME VALUED SHARES" means those shares of Executive Common Stock
designated as such pursuant to Section 2.
12. NOTICES. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipient at the address below
indicated:
To the Company,
The Triumph Group Holdings, Inc.
c/o The Triumph Group Operations, Inc.
Four Glenhardie Corporate Center
1255 Drummers Lane, Suite 200
Wayne, PA 19087
Attention: President
With a copy to:
Ballard Spahr Andrews & Ingersoll
1735 Market St., 51st Floor
Philadelphia, PA 19103
Attention: Edward D. Slevin, Esquire
13
<PAGE>
To Executive:
Mr. Daryl Jay Donkersloot
9681 South Palm Drive
Tempe, AZ 85284
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
13. GENERAL PROVISIONS.
(a) TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or
attempted Transfer of any Executive Securities in violation of any provision of
this Agreement shall be void, and the Company shall not record such Transfer on
its books or treat any purported transferee of such Executive Securities as the
owner of such securities for any purpose.
(b) SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(c) COMPLETE AGREEMENT. This Agreement, those documents
expressly referred to herein and other documents of even date herewith embody
the complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.
(d) COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
(e) SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by Executive, the Company and their respective successors and assigns (including
subsequent holders of Executive Securities); provided that the rights and
obligations of Executive under this Agreement shall not be
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<PAGE>
assignable except in connection with a permitted transfer of Executive
Securities hereunder.
(f) CHOICE OF LAW. The corporate law of the Commonwealth of
Pennsylvania will govern all questions concerning the relative rights of the
Company and its stockholders. All other questions concerning the construction,
validity and interpretation of this Agreement and the exhibits hereto will be
governed by the internal law, and not the law of conflicts, of the Commonwealth
of Pennsylvania.
(g) REMEDIES. Each of the parties to this Agreement will be
entitled to enforce its rights under this Agreement specifically, to recover
damages and costs (including reasonable attorney's fees) caused by any breach
of any provision of this Agreement and to exercise all other rights existing
in its favor. The parties hereto agree and acknowledge that money damages may
not be an adequate remedy for any breach of the provisions of this Agreement
and that any party may in its sole discretion apply to any court of law or
equity of competent jurisdiction (without posting any bond or deposit) for
specific performance and/or other injunctive relief in order to enforce or
prevent any violations of the provisions of this Agreement.
(h) AMENDMENT AND WAIVER. The provisions of this Agreement may
be amended and waived only with the prior written consent of the Company and
Executive.
(i) BUSINESS DAYS. If any time period for giving notice or
taking action hereunder expires on a day which is a Saturday, Sunday or holiday
in the state in which the Company's chief executive office is located, the time
period shall be automatically extended to the business day immediately following
such Saturday, Sunday or holiday.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
THE TRIUMPH GROUP HOLDINGS, INC.
By /s/ Richard C. Ill
-----------------------------------------
Its President
-----------------------------------------
/s/ Daryl Jay Donkersloot
-----------------------------------------
Daryl Jay Donkersloot
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<PAGE>
CONSENT
The undersigned spouse of Executive hereby acknowledges that I have
read the foregoing Executive Securities Agreement and that I understand its
contents. I am aware that the Agreement provides for the repurchase of my
spouse's Executive Securities (as defined in the foregoing agreement) under
certain circumstances and imposes other restrictions on the transfer of such
Executive Securities. I agree that my spouse's interest in the Executive
Securities is subject to this Agreement and any interest I may have in such
Executive Securities shall be irrevocably bound by this Agreement and further
that my community property or equitable interest in such Executive Securities,
if any, shall be similarly bound by this Agreement.
I am aware that the legal, financial and other matters contained in
this Agreement are complex and I am free to seek advice with respect thereto
from independent counsel. I have either sought such advice or determined after
carefully reviewing this Agreement that I will waive such right.
/s/ Gayla Sue Donkersloot
---------------------------------------------
Gayla Sue Donkersloot
---------------------------------------------
Witness
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EXHIBIT A
The payment of principal and interest on this Note is subject to certain
subordination provisions set forth in paragraph 3 herein. This Note was
originally issued on _____________ and has not been registered under the
Securities Act of 1933, as amended, or any comparable state securities law. The
transfer of this Note is subject to certain restrictions set forth in
paragraph 6 herein.
The following information is provided solely for purposes of applying the U.S.
federal income tax original issue discount ("OID") rules to this note. The
issue date of this note is __________, and the issue price is equal to 100% of
its face amount. Assuming that the issuer exercises its right to issue
additional notes in lieu of cash interest payments at each opportunity, and that
all payments of principal and interest on this note and such additional notes
are made on the scheduled maturity date of December 31, 2003, the total amount
of OID on this note (including OID with respect to the additional notes issued
in lieu of cash interest payments) will be $_________ per $1,000 face amount of
this note, and the yield to maturity of this Note will be 14%, compounded
quarterly.
JUNIOR SUBORDINATED
PROMISSORY NOTE
(Date) $_________
THE TRIUMPH GROUP HOLDINGS, INC., a Delaware corporation (the
"Company"), hereby promised to pay to _____________ (the "LENDER") the principal
amount of ___________________, together with interest thereon calculated from
the date hereof in accordance with the provisions of this Note. This Note is
the "Note" issued pursuant to that certain Executive Securities Agreement, dated
as of __________ (the "EXECUTIVE SECURITIES AGREEMENT"), between the Company and
the Lender. Certain defined terms used herein are set forth in paragraph 11
hereof.
1. PAYMENT OF INTEREST. Interest shall accrue at the rate of
fourteen percent (14%) per annum, compounded quarterly, on the unpaid principal
amount of this Note outstanding from time to time. Subject to the provisions
of subparagraph 2(c) and paragraph 3 hereof, the Company shall pay to the
Lender quarterly, in arrears, all accrued interest on each March 31, June 30,
September 30 and December 31 during the term of this Note (each such date being
hereinafter referred to as an "INTEREST PAYMENT DATE"), beginning on __________.
The Company, in its sole discretion, in lieu of paying cash interest on any
Interest Payment Date, may pay all or any portion of the accrued interest by
issuance of a promissory note or notes (the
<PAGE>
"Additional Notes") in an amount or amounts equal to the amount of interest due
on such Interest Payment Date (less any cash interest payments), payable to the
Lender and otherwise identical to this Note. Any such Additional Notes shall be
issued annually, but shall include accrued interest as if issued quarterly and
shall be delivered to the Lender on or before May 31 in each year. All accrued
interest which for any reason has not theretofore been paid shall be paid in
full on the Maturity Date, as defined in Section 2(a) below, of this Note.
Interest shall accrue on any principal payment due under this Note, and, unless
otherwise prohibited under applicable law, on any interest which has not been
paid on the date on which it is due, until such time as payment therefor is
actually delivered to the Lender.
2. PAYMENT OF PRINCIPAL ON NOTE.
(a) SCHEDULED PAYMENT. The Company shall repay the principal
amount of this Note , together with all accrued and unpaid interest theron,
on December 31, 2003 (the latter being referred to as the "MATURITY DATE").
(b) OPTIONAL PREPAYMENTS. Subject to the provisions of
paragraph 3 hereof, the Company may, at any time and from time to time without
premium or penalty, prepay all or a portion of the outstanding principal amount
of this Note.
(c) TIME OF PAYMENT. If any payment of principal or interest on
this Note shall become due on a day which is not a Business Day, such payment
shall be made on the next succeeding Business Day and such extension of time
shall in such case be included in computing interest in connection with such
payment.
3. SUBORDINATION; RESTRICTIONS ON PAYMENT.
(a) Notwithstanding anything in this Note to the contrary, the
obligations of the Company in respect of the principal, interest, fees and
charges on this Note shall be subordinate and junior in right of payment, to the
extent and in the manner hereinafter set forth, to all Superior Debt.
(b) Upon the occurrence of any Insolvency Event with respect to
the Company or any of its Subsidiaries or upon any acceleration of the Superior
Debt, then:
(i) the holders of Superior Debt shall be entitled to
receive payment in full of all principal, premium, interest, fees and
charges then due on all Superior Debt (including interest, fees and charges
accruing thereon after the commencement of any such proceedings) before the
Lender is entitled to receive any payment on account of
2
<PAGE>
principal, interest or other amounts due (or past due) upon this Note, and
the holders of Superior Debt shall be entitled to receive for application
in payment thereof any payment or distribution of any kind or character,
whether in cash, property or securities or by set-off or otherwise (other
than in the form of Additional Notes), which may be payable or deliverable
in any such proceedings in respect of this Note, and
(ii) any payment or distribution of assets of the Company,
of any kind or character, whether in cash, property or securities (other
than in the form of Additional Notes), to which the Lender would be
entitled except for the provisions of this subparagraph 3(b) shall be paid
or delivered by the Company directly to the holders of all Superior Debt in
the manner provided in paragraph 3(f) below, for application in payment
thereof until all Superior Debt (including interest, fees and charges
accrued thereon after the date of commencement of such proceedings) shall
have been paid in full.
(c) Until all Superior Debt shall have been paid in full, the
Company shall not, directly or indirectly, make any payment of any amount
payable with respect to this Note (other than in the form of Additional Notes)
if there shall have occurred and be continuing or there would exist as a result
of such payment or distribution any default or event of default under any of the
terms of any Superior Debt Agreement which (whether with or without notice,
lapse of time or both) would permit the holder of such Superior Debt to
accelerate all or any portion of such Superior Debt (collectively, the "BLOCKAGE
EVENTS"); provided that if, immediately prior to the time a particular payment
is due hereunder, (x) no Blockage Event is continuing, and (y) payment in full
of the amount then due is prohibited by this paragraph 3(c), then the Company
shall be permitted to, and may, pay to the Lender in cash the maximum portion of
such amount as would not create a default under any of the terms of any Superior
Debt Agreement which would permit the holder of such Superior Debt to accelerate
all or any portion of such Superior Debt. The Company shall use reasonable
efforts to notify the Lender in writing of the occurrence of a Blockage Event;
provided that notwithstanding anything to the contrary in this Note, the failure
of the Company to so notify the Lender of the occurrence of a Blockage Event
shall have no effect on the obligations of the Company or the Lender during the
continuance of such Blockage Event as set forth herein.
(d) Any amendment or modification of the terms of paragraph 3 of
this Note shall be effective against any Person who was a holder of Superior
Debt prior to or at the time
3
<PAGE>
of such amendment or modification unless such holder of Superior Debt so
consents.
(e) The holders of Superior Debt may, at any time, in their
discretion, renew, amend, extend or otherwise modify the terms and provisions
of Superior Debt so held or exercise any of their rights under the Superior
Debt including, without limitation, the waiver of defaults thereunder and the
amendment of any of the terms or provisions thereof (or any notice evidencing
or creating the same), all without notice to or assent from the Lender. No
compromise, alteration, amendment, renewal or other change of, or waiver,
consent or other action in respect of any liability or obligation under or in
respect, any terms, covenants or conditions of the Superior Debt (or any
instrument evidencing or creating the same), whether or not such compromise,
alteration, amendment, renewal, change, waiver, consent or other action is in
accordance with the provisions of the Superior Debt (or any instrument
evidencing or creating the same), shall in any way alter or affect any of the
subordination provisions of this Note.
(f) If, notwithstanding the provisions of paragraph 3 of this
Note, any payment or distribution of any character, whether in cash,
securities or other property (except in the form of Additional Notes), or any
security shall be received by the Lender in contravention of this paragraph 3
before all the Superior Debt shall have been paid in full, such payment,
distribution or security shall be held in trust for the benefit of, and shall
be immediately paid over or delivered or transferred to, the holders of
Superior Debt or their duly appointed agents for application of payment
according to the priorities of such Superior Debt and ratably among the
holders of any class of Superior Debt. Such payments received by the Lender
and delivered to the holders of the Superior Debt shall be deemed not to be a
payment on this Note for any reason whatsoever and the indebtedness under
this Note shall remain as if such erroneous payment had never been paid by
the Company or received by the Lender. In the event of the failure of any
Lender to endorse or assign any such payment, distribution or security, each
holder of any Superior Debt is hereby irrevocably authorized to endorse or
assign the same.
(g) No present or future holder of Superior Debt shall be
prejudiced in its right to enforce the provisions of paragraph 3 of this Note by
any act or failure to act on the part of the Company.
(h) If there shall exist any Blockage Event, the Lender shall
not (other than in connection with a failure by the Company to make a scheduled
principal payment) take or continue any action, or exercise or continue to
exercise any rights,
4
<PAGE>
remedies or powers under the terms of this Note, or exercise or continue to
exercise any other right or remedy at law or equity that the Lender might
otherwise possess, to collect any amount due and payable in respect of this
Note, including, without limitation, the acceleration of this Note (and if this
Note has already been accelerated, the Lender will, immediately upon becoming
aware of the occurrence of such Blockage Event, reverse such acceleration), the
commencement of any foreclosure on any lien or security interest, the filing of
any petition in bankruptcy or the taking advantage of any other insolvency law
of any jurisdiction, unless and until the Superior Debt shall have been fully
and finally paid (whether in cash or such other form of consideration acceptable
to the holders of Superior Debt in their sole discretion) and satisfied, unless
one or more of the holders of the Superior Debt shall have commenced any action
or taken any judicial action to enforce their rights as provided in their
respective agreements relating to, or instruments evidencing, their Superior
Debt in connection with an Insolvency Event (other than an action to dismiss a
proceeding commenced against the Company).
Notwithstanding the foregoing or any permissible action taken by the
Lender, the Lender shall not be entitled to receive any payment in contravention
of the other provisions of this paragraph 3, including, without limitation,
subparagraphs 3(b), 3(c), and 3(f). Notwithstanding anything to the contrary in
this subparagraph 3(h), the Lender may take such steps as are necessary to avoid
a loss of its rights as a result of the running of any applicable statute of
limitations or any other statute or rule which limits the time for filing
claims, or making proofs of claims, or would otherwise cause a claim to be time-
barred.
(i) If any payment or distribution to which the Lender would
otherwise have been entitled but for the provisions of this paragraph 3 shall
have been applied, pursuant to the provisions of this paragraph 3, to the
payment of the Superior Debt, then in such case and to such extent, the
Lender (x) shall be entitled to receive from the holders of Superior Debt then
outstanding any payments or distributions received by such Persons in excess of
the amount sufficient to pay all of the Superior Debt in full (whether or not
then due and whether such payment was in cash or such other form of
consideration acceptable to the holders of Superior Debt in their sole
discretion), (y) following payment in full of the Superior Debt (whether in cash
or such other form of consideration acceptable to the holders of Superior Debt
in their sole discretion), shall be entitled to receive any and all further
payments or distributions applicable to the Superior Debt, and (z) following
payment in full of the Superior Debt (whether in cash or such other form of
consideration acceptable to the holders of Superior
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Debt in their sole discretion), shall be subrogated to the rights of the holders
of Superior Debt to receive distributions applicable to the Superior Debt, in
each case until this Note shall have been paid in full. If the Lender has been
subrogated to the rights of the holders of Superior Debt due to the operation of
this subparagraph 3(i), the Company agrees to take all such actions as are
reasonably requested by the Lender in order to cause the Lender to be able to
obtain payments from the Company with respect to such subrogation rights as soon
as possible.
(j) The provisions of this paragraph 3 are solely for the
purpose of defining the relative rights of the holders of Superior Debt, on
the one hand, and the Lender on the other, against the Company and its
assets, and nothing herein is intended to or shall impair, as between the
Company and the Lender, the obligations of the Company which are absolute and
unconditional, to pay to the Lender the principal and interest on this Note
as and when they become due and payable in accordance with their terms, or is
intended to or will affect the relative rights of the Lender and creditors of
the Company other than the holders of Superior Debt, nor, except as provided
in this paragraph 3, will anything herein or therein prevent the Lender from
exercising all remedies otherwise permitted by applicable law upon default
under this Note, subject to the rights, if any, under this paragraph 3 of the
holders of Superior Debt in respect of cash, property or securities of the
Company received upon the exercise of any such remedy and subject to this
paragraph 3.
4. CONVERSION. The Company may upon a completion of Qualified
Public Offering cause the Note and any Additional Notes issued pursuant to
paragraph 1 hereof to be converted into shares of Common Stock of the
Company. The number of shares of Common Stock to be issued upon such
conversion shall be determined by dividing the principal amount of this Note
and any Additional Notes issued by the Company pursuant to paragraph 1 hereof
and all accrued and unpaid interest hereon and thereon to the Conversion Date
(as herein defined) by the net offering price per share (the "Net Offering
Price") in any such Qualified Public Offering. The Company shall give
written notice of its election to issue shares of Common Stock in conversion
of the Note and the Additional Notes (the "Conversion Notice") at any time
after its announcement of a Qualified Public Offering, but not less than
three (3) days prior to the date designated for the conversion in the
Conversion Notice (the "Conversion Date"). On the Conversion Date the Holder
shall deliver to the Company this Note and any Additional Notes to be
converted in exchange for a certificate or certificates evidencing the shares
of Common Stock into which this Note and such Additional Notes have been
converted pursuant hereto (the "Conversion"). No fractional share of Common
Stock shall be issued in the Conversion, but in lieu thereof the
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Company shall pay to the Holder in cash an amount equal to the product derived
by multiplying the Net Offering Price by such fraction. The shares of Common
Stock issued in the Conversion shall thereafter be subject to all of the
restrictions set forth in the Executive Securities Agreement.
5. EVENTS OF DEFAULT.
(a) DEFINITION. For purposes of this Note, an "EVENT OF
DEFAULT" shall be deemed to have occurred if:
(i) the Company shall default in the payment of (A)
principal of this Note on the dates when due, whether at maturity, by
acceleration or otherwise, or (B) the portion of the interest on this Note
which is permitted to be paid pursuant to paragraph 3(C) above within five
(5) Business Days of the dates when due; or
(ii) an Insolvency Event occurs with respect to the Company.
(b) CONSEQUENCES OF EVENTS OF DEFAULT. The provisions of this
paragraph 5(b) are expressly subject to paragraph 3 hereof.
(i) If an Event of Default of the type described in clause
(i) of subparagraph 5(a) has occurred and is continuing, the Lender may
declare all of any portion of the outstanding principal amount of this Note
due and payable and demand immediate payment of all or any portion of the
outstanding principal amount of this Note. If the Lender demands immediate
payment of all or any portion of this Note, the Company shall immediately
pay to the Lender the principal amount of this Note requested to be paid
together with all accrued and unpaid interest thereon.
(ii) If an Event of Default of the type described in clause
(ii) of subparagraph 5(a) has occurred, all of the outstanding principal
amount of this Note shall automatically be immediately due and payable
without any notice or other action on the part of the Lender.
(iii)Upon the occurrence of an Event of Default, the Lender
shall also have any other rights which the Lender may have been afforded by
the Company under any contract or agreement at any time and any other
rights which such Person may have pursuant to applicable law.
6. CHANGE IN OWNERSHIP. Upon a Change in Control, the Company will
pay to the Lender the principal amount of this Note then outstanding together
with all accrued and unpaid
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interest thereon. The term "CHANGE IN CONTROL" shall have the meaning set forth
for such term in the Senior Loan Agreement.
7. TRANSFER RESTRICTIONS. This Note may be transferred only as a
whole and not in part. This Note has not been registered under the Securities
Act or any comparable state securities law. If the Lender desires to transfer
this Note, the Lender first must furnish the Company with (i) the legal opinion
required under Paragraph 4 of the Executive Securities Agreement and (ii) a
written undertaking executed by the desired transferee in form and substance
reasonably satisfactory to the Company agreeing to be bound by all of the
provisions of this Note, including, without limitation, the subordination
provisions set forth in paragraph 3 hereof.
8. AMENDMENT AND WAIVER. Except as otherwise expressly provided
herein, the provisions of this Note may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Lender.
9. CANCELLATION. After all principal and accrued interest at any
time owed on this Note has been paid in full, this Note shall be surrendered to
the Company for cancellation and shall not be reissued.
10. PLACE OF PAYMENT; NOTICES. Payments of principal and interest
and any notice hereunder are to be delivered to the Lender at the following
address:
or to such other address as specified in a written notice delivered to the
Company by Lender. Notices sent by the Company shall be deemed received when
delivered personally or one (1) day after being sent by Federal Express or other
overnight carrier or three (3) days after being sent by certified or registered
mail.
11. GOVERNING LAWS. The validity, construction, and
interpretation of this Note will be governed by the internal laws, and not the
laws of conflicts, of the Commonwealth of Pennsylvania.
12. DEFINITIONS. Unless otherwise indicated herein, capitalized
terms used in this Note shall have the meanings given such terms in the
Executive Securities Agreement.
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"BUSINESS DAY" shall mean any day other than Saturday, Sunday or legal
holiday under the laws of the Commonwealth of Pennsylvania.
"INDEBTEDNESS" shall mean, with respect to any Person at a particular
time, without duplication, (a) indebtedness for borrowed money or for the
deferred purchase price of property (or services in respect of which such Person
is liable, contingently or otherwise, as obligor or otherwise (other than trade
payables and other current liabilities incurred in the ordinary course of
business) or any commitment by which such Person assures a creditor against
loss, including contingent reimbursement obligations with respect to letters
of credit, (b) indebtedness guaranteed in any manner by such Person, including
guarantees in the form of an agreement to repurchase or reimburse, (c)
obligations under capitalized leases in respect of which obligations such Person
is liable, contingently or otherwise, as obligor, guarantor or otherwise, or in
respect of which obligations such Person assures a creditor against loss and (d)
any unsatisfied obligation of such Person for "withdrawal liability" to a
"multiemployer plan" as such terms are defined under ERISA.
"INSOLVENCY EVENT" shall mean any of the occurrences referred to in
Sections 9.1.10, 9.1.14 and 9.1.15 of the Senior Loan Agreement.
"NOTES" shall mean the Note and notes of similar tenor issued pursuant
to and Executive Securities Agreements between the Company and certain members
of the management of the Company.
"PERSON" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a
governmental entity or any department or agency thereof.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
"SENIOR LOAN AGREEMENT" shall mean that certain Credit Agreement,
dated as of July 19, 1996, as amended, by and among The Triumph Group, Inc.
("TG") and its Subsidiaries and PNC Bank, National Association.
"SUBSIDIARY" shall mean any Person which the Company or TG has the
direct or indirect right to control, direct or cause direction of management and
policies of, whether through the ownership of voting securities, by contract or
otherwise.
"SUPERIOR DEBT" shall mean (i) all Indebtedness incurred by the
Company and its Subsidiaries from time to time
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which is not by its terms expressly subordinate to the Notes and (ii) all
Indebtedness incurred by TG and its Subsidiaries from time to time pursuant to
the Senior Loan Agreement.
"SUPERIOR DEBT AGREEMENT" shall mean any agreement relating to, or
instrument evidencing, any Superior Debt.
"TG" shall mean The Triumph Group, Inc., all of the outstanding voting
shares of which are owned by the Company.
IN WITNESS WHEREOF, the Company has executed and delivered this Note
on the date first above written.
THE TRIUMPH GROUP HOLDINGS, INC.
By:
-----------------------------
Its:
----------------------------
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TRIUMPH GROUP, INC.
1996 STOCK OPTION PLAN
<PAGE>
TRIUMPH GROUP, INC.
1996 STOCK OPTION PLAN
1. PURPOSE OF PLAN
The purpose of the Plan is to assist the Company and its
Subsidiaries in attracting and retaining valued employees by offering them a
greater stake in the Company's success and a closer identity with it, and to
encourage ownership of the Company's stock by such employees.
2. DEFINITIONS
2.01 "1934 Act" means the Securities Exchange Act of
1934, as amended.
2.02 "Board" means the Board of Directors of the
Company
2.03 "Code" means the Internal Revenue Code of 1986, as
amended.
2.04 "Committee" means the committee designated by the
Board to administer the Plan under Section 4, consisting of at least two members
of the Board.
2.05 "Common Stock" means the Company's Common Stock,
$.001 par value per share, or such other class or kind of shares or other
securities resulting from the application of Section 7.
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2.06 "Company" means the Triumph Group, Inc., a
Delaware corporation, or any successor corporation.
2.07 "Employee" means an officer or other key employee
of the Company or a Subsidiary including a director who is such an employee.
2.08 "Fair Market Value" means, on any given date, the
previous day's closing price of actual sales of shares of Common Stock on the
principal national securities exchange on which the Common Stock is listed, or
if not listed, as reported on the NASDAQ Stock Market, on such date or, if the
Common Stock was not traded or reported on such date, on the last preceding day
on which the Common Stock was traded or reported; PROVIDED, HOWEVER, that the
Option price for any Options granted on the date that the Registration Statement
is declared or deemed effective by the Securities and Exchange Commission shall
be equal to the price to the public set forth on the cover page of the
definitive prospectus included in the Registration Statement.
2.09 "Holder" means an Employee to whom an Option is
granted.
2.10 "Mature Common Stock" means Common Stock owned for
six months or more, or such other period as the Committee may determine subject
to applicable accounting regulations, by the respective Holder.
2.11 "Option" means a stock option granted from time to
time under Section 6 of the Plan. Options may be
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either incentive stock options (within the meaning of Section 422 of the Code)
or non-qualified stock options.
2.12 "Plan" means the Triumph Group, Inc. 1996 Stock
Option Plan herein set forth, as amended from time to time.
2.13 "Registration Statement" means the Company's Form
S-1 Registration Statement, as amended, filed in connection with its initial
public offering.
2.14 "Retirement" means retirement from active
employment with the Company or a Subsidiary pursuant to the relevant provisions
of the applicable pension plan of such entity or as otherwise determined by the
Committee.
2.15 "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company (or any
subsequent parent of the Company) if each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
3. ELIGIBILITY
Any Employee is eligible to receive an Option grant.
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4. ADMINISTRATION AND IMPLEMENTATION OF PLAN
4.01 The Plan shall be administered by the Committee, which
shall have full power to interpret and administer the Plan and full authority to
act in selecting the Employees to whom Options will be granted, in determining
the number of Options to be granted to each such Employee and the terms and
conditions of Options granted under the Plan.
4.02 The Committee's powers shall include, but not be
limited to, the power; (a) to determine whether, to what extent and under what
circumstances an Option may be granted and whether the Option is intended to be
an incentive stock option (as defined in Section 422 of the Code) or a non-
qualified stock option; (b) to determine whether, to what extent and under what
circumstances an Option may be exercised; (c) to determine whether, to what
extent and under what circumstances exceptions to the exercisability of an
Option (including accelerating the exercisability) may be granted; (d) to
condition an Option grant upon the attainment of specified performance goals;
(e) to determine the effect, if any, of a change in control of the Company
(including a merger of the Company into, a consolidation of the Company with, or
an acquisition of the Company by, a person or entity or a liquidation of the
Company) upon outstanding options; (f) to establish an arrangement through
registered broker-dealers whereby temporary financing may be made available to a
Holder by the broker-dealer, under the rules and regulations of the Federal
Reserve Board, for the purpose of
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assisting the Holder in the exercise of an Option; (g) to establish procedures,
at the Committee's discretion, for a Holder (i) to have withheld from the total
number of shares to be acquired upon the exercise of an Option that number of
shares having a Fair Market Value, which, together with such cash as shall be
paid in respect of fractional shares, shall equal the minimum statutory tax
withholding obligation incurred by the Holder upon such exercise, or (ii) to
exercise an Option by delivering a number of shares of Mature Common Stock
already owned by such Holder having a Fair Market Value that shall equal the
option exercise price and/or the tax withholding obligation incurred by the
Holder upon such exercise; (h) to condition an Option grant upon such
Employee's execution of non-compete, nondisclosure or similar arrangements in
favor of the Company and/or its Subsidiaries and satisfactory in form and
substance to the Committee; and (i) to establish a loan program to loan to a
Holder who is still employed by the Company at the time of exercise an amount
sufficient to satisfy the exercise price and/or tax obligation incurred by the
Holder upon such exercise and thereafter loan promptly to such Holder such
additional amounts sufficient to pay further withholding obligations as may be
determined from time to time to be payable as result of such exercise. Any
amounts loaned to such Holder shall be evidenced by a promissory note from such
Holder on such terms as are mutually agreed to by the Committee and the Holder,
PROVIDED,
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HOWEVER, that such loan shall bear a market rate of interest and shall be full
recourse.
4.03 The Committee shall have the power to adopt
regulations for carrying out the Plan and to make changes in such regulations as
it shall, from time to time, deem advisable. The Committee shall have the power
unilaterally and without approval of a Holder to amend an existing Option in
order to carry out the purposes of the Plan so long as such amendment does not
take away any benefit granted to a Holder by the Option and as long as the
amended Option comports with the terms of the Plan. Any interpretation by the
Committee of the terms and provisions of the Plan and the administration
thereof, and all action taken by the Committee, shall be final and binding on
Holders.
5. SHARES OF STOCK SUBJECT TO THE PLAN
5.01 Subject to adjustment as provided in Section 7,
the total number of shares of Common Stock available for Options under the Plan
shall be 500,000 shares, subject to increase by such number of shares as equals
5% of any and all Common Stock sold pursuant to the over-allotment option
contained in the Underwriting Agreement between the Company and the several
underwriters named therein relating to the offering of Common Stock registered
pursuant to the Registration Statement.
5.02 Any shares issued by the Company through the
assumption or substitution of outstanding grants from
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<PAGE>
an acquired company shall not reduce the shares available for Options under the
Plan. Any shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares or treasury shares. If any shares subject to any
Option granted hereunder are forfeited or such Option otherwise terminates
without the issuance of such shares or the payment of other consideration in
lieu of such shares, the shares subject to such Option, to the extent of any
such forfeiture or termination, shall again be available for grants of Options
under the Plan.
5.03 No Employee may be granted Options for more than
100,000 shares of Common Stock during any calendar year (subject to adjustment
as provided in Section 7).
6. OPTIONS
Options give an Employee the right to purchase a
specified number of shares of Common Stock from the Company for a specified time
period at a fixed price. The grant of Options shall be subject to the following
terms and conditions:
6.01 OPTION GRANTS: Options shall be evidenced by
Option award certificates. Such certificates shall conform to the requirements
of the Plan, and may contain such other provisions as the Committee shall deem
advisable.
6.02 OPTION PRICE: The price per share at which common
Stock may be purchased upon exercise of an Option shall be determined by the
Committee and shall be not less than
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<PAGE>
the Fair Market Value of a share of Common Stock on the date of grant.
6.03 TERM OF OPTIONS: The Option award certificates shall
specify when an Option may be exercisable and the terms and conditions
applicable thereto. The Committee may waive any installment exercise or waiting
period provisions, in whole or in part, at any time after the date of grant,
based on such factors as the Committee, in its discretion, shall deem
appropriate. The term of an Option shall in no event be greater than ten years
from the date of grant.
6.04 RESTRICTION ON TRANSFERABILITY: No Option shall be
transferable otherwise than by will or the laws of descent and distribution and,
during the lifetime of the Holder, shall be exercisable only by the Holder.
Upon the death of a Holder, the person to whom the rights have passed by will or
by the laws of descent and distribution may exercise an Option only in
accordance with this Section 6.
6.05 PAYMENT OF OPTION PRICE: The Option price of the
shares of Common Stock acquired upon the exercise of an Option shall be paid in
full in cash at the time of the exercise or, with the consent of the Committee,
in whole or in part in Mature Common Stock or by a reduction in the number of
shares of Common Stock otherwise required to be issued, with the shares of
Common Stock in either case valued at Fair Market Value on the date of exercise.
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6.06 TERMINATION BY DEATH: If a Holder's employment by the
Company or a Subsidiary terminates by reason of death, any Option held by such
Holder may thereafter be exercised, to the extent such Option was exercisable at
the time of death or on such accelerated basis as the Committee may determine at
or after grant, by the legal representative of the Holder, until the expiration
of the stated term of the Option or until such earlier time as the Committee may
determine at the time the Option is granted.
6.07 TERMINATION BY REASON OF RETIREMENT OR
DISABILITY: If a Holder's employment by the Company or a Subsidiary terminates
by reason of disability (as determined by the Committee) or Retirement, any
Option held by such Holder may thereafter be exercised by the Holder (or, where
appropriate, the Holder's legal representative), to the extent it was
exercisable at the time of such termination or on such accelerated basis as the
Committee may determine at or after grant, until the expiration of the stated
term of the Option or until such earlier time as the Committee may determine at
the time the Option is granted.
6.08 OTHER TERMINATION: If a Holder's employment by
the Company or Subsidiary terminates for any reason other than death, disability
or Retirement, the Option shall terminate 30 days after the date of such
termination of employment.
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6.09 INCENTIVE STOCK OPTIONS: To the extent that any
Option does not qualify as an incentive stock option (whether because of its
provisions or the time or manner of its exercise or otherwise), the portion of
the Option which does not qualify as an incentive stock option will constitute a
non-qualified stock option.
6.10 POST-TERMINATION EXERCISE PERIODS:
The Committee may, at any time, extend the post-termination exercise period
applicable to a Holder, based on such factors as the Committee, in its
discretion, shall deem appropriate, provided that the post-termination exercise
period may not extend beyond the expiration of the stated term of the Option.
7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of a reorganization, recapitalization, stock split,
reverse stock split, spin-off, split-off, split up, stock dividend, issuance of
stock rights, combination of shares, merger, consolidation or any other change
in the corporate structure of the Company affecting Common Stock, or any
distribution to stockholders in respect of stock other than a cash dividend, the
Committee shall make the adjustments in the number and kind of shares authorized
by the Plan, the individual limit set forth in Section 5.03 and any adjustments
to outstanding Options as it determines appropriate. No fractional shares of
Common Stock shall be issued pursuant to such an adjustment. The Fair Market
Value of any fractional shares
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<PAGE>
resulting from adjustments pursuant to this section shall, where appropriate, be
paid in cash to the Holder. If during the term of any Option granted hereunder
the Company shall be, with the prior approval of a majority of the members of
the Board, merged into or consolidated with or otherwise combined with or
acquired by a person or entity, or there is a liquidation of the Company, then
at the election of the Committee, the Company may take such other action as the
Committee shall determine to be reasonable under the circumstances to permit the
Holder to realize the value of such Option, including without limitation paying
cash to such Holder equal to the value of the Option or requiring the acquiring
corporation to grant options or stock to such Holder having a value equal to the
value of the Option.
8. EFFECTIVE DATE, TERMINATION AND AMENDMENT
The Plan shall become effective when it has been adopted by the
Board and approved by the stockholders of the Company. The Plan shall remain in
full force and effect until the earlier of 10 years from the date of its
adoption by the Board, or the date it is terminated by the Board. The Board
shall have the power to amend, suspend or terminate the Plan at any time,
provided that no such amendment shall be made without stockholder approval which
shall:
8.01 Increase (except as provided in Section 7) the
total number of shares available for issuance pursuant to the Plan;
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<PAGE>
8.02 Change the provisions of this Section 8; or
8.03 Make any other change for which stockholder
approval is required under rules or regulations promulgated under Section 16 of
the 1934 Act or the Code.
Termination of the Plan pursuant to this Section 8 shall not affect
Options outstanding under the Plan at the time of termination.
9. GENERAL PROVISIONS
9.01 Nothing contained in the Plan, or any Option
granted pursuant to the Plan, shall confer upon any Employee any right with
respect to continuance of employment by the Company or a Subsidiary, nor
interfere in any way with the right of the Company or a Subsidiary to terminate
the employment of any Employee at any time.
9.02 For purposes of this Plan, transfer of employment
between the Company and its Subsidiaries shall not be deemed termination of
employment.
9.03 Holders shall be responsible to make appropriate
provision for all taxes required to be withheld in connection with any Option,
the exercise thereof and the transfer of shares of Common Stock pursuant to this
Plan. Such responsibility shall extend to all applicable Federal, state, local
or foreign withholding taxes. In the case of the exercise
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<PAGE>
of Options, the Company shall, at the election of the Holder, but only with the
consent of the Committee, have the right to repurchase from shares already held
by the Holder, the number of shares of Mature Common Stock whose Fair Market
Value equals the withholding tax obligation of such Holder or to make loans on
the terms set forth in Section 4.02(i) to pay the applicable tax obligation
incurred by the Holder upon such exercise.
9.04 The Company shall not be obligated to deliver
certificates for Common Stock upon the exercise of an Option unless the Holder
has made payment in full for such Common Stock as required by Sections 6.02 and
6.05 and has arranged for withholding of all taxes required by Section 9.03.
9.05 Without amending the Plan, Options may be granted
to Employees who are foreign nationals or employed outside the United States or
both, on such terms and conditions different from those specified in the Plan as
may, in the judgment of the Committee, be necessary or desirable to further the
purpose of the Plan.
9.06 Upon exercise of an Option, the Holder shall be
required to make such representations and furnish such information as may, in
the opinion of counsel for the Company, be appropriate to permit the Company to
issue or transfer the shares of Common Stock in compliance with the provisions
of applicable federal or state securities laws. The Company, in its discretion,
may postpone the issuance and deliver of shares of Common Stock upon any
exercise of an Option until completion of
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<PAGE>
such registration or other qualification of such shares under any federal or
state laws, or stock exchange listing, as the Company may consider appropriate.
The Company is not obligated to register or qualify the shares of Common Stock
issued pursuant to Options under federal or state securities laws and may refuse
to issue such shares if neither registration nor exemption therefrom is
practical. The Board may require that prior to the issuance or transfer of any
shares of Common Stock upon exercise of an Option, the recipient enter into a
written agreement to comply with any restrictions on subsequent disposition that
the Board or the Company deems necessary or advisable under any applicable
federal or state securities laws. Certificates representing the shares of
Common Stock issued hereunder may be legended to reflect such restrictions.
9.07 To the extent that Federal laws (such as the 1934
Act, the Code or the Employee Retirement Income Security Act of 1974, as
amended) do not otherwise control, the Plan and all determinations made and
actions taken pursuant hereto shall be governed by the law of Delaware and
construed accordingly.
9.08 Upon the occurrence of a Change in Control, each
Option then outstanding shall become immediately exercisable to the full extent
of the shares of Common Stock subject thereto; PROVIDED, that (i) such Holder
was employed by the Company at the time of such Change in Control and (ii)
either (x) such Holder is employed by the Company on the first
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anniversary date of the Change in Control, (y) such Holder's employment is
subsequently terminated by the Company other than for Cause during the one-year
period following such Change in Control, or (z) such Holder voluntarily
terminates such Holder's employment during the one-year period following such
Change in Control as a result of a Constructive Termination. For purposes of
this Plan, "Cause" means willful misconduct or dishonesty, or conviction of or
failure to contest prosection for a felony, or excessive absenteeism unrelated
to illness. For purposes of this Plan, a "Change in Control" shall be deemed to
have occurred if any "person" or "group" (within the meaning of Sections 13(d)
and 14(d)(2) of the 1934 Act) becomes the "beneficial owner" (as defined in
Section 13(d)(3) under the 1934 Act) of securities of the Company representing
more than 35 percent (35%) of the total aggregate voting power of the Company's
then outstanding securities entitled to vote generally in the election of
directors, and such person or group owns more aggregate voting power of the
Company's then outstanding securities entitled to vote generally in the election
of directors than any other person or group. For purposes of this Plan,
"Constructive Termination" means when the Company (a) requires Holder to assume
duties inconsistent with, or the Company makes a significant diminution or
reduction in the nature or scope of Holder's authority or duties from, the
authority or duties assigned to or held by Holder during the 30 days immediately
prior to the Change in Control, or (b) materially reduces Holder's base salary,
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<PAGE>
incentive compensation opportunities or fringe benefits or (c) relocates
Holder's site of employment to a location more than 50 miles away from Holder's
site of employment 30 days immediately prior to the Change in Control.
Notwithstanding anything else contained in this Section 9.08, a Holder shall be
eligible to exercise Options both before and after a Change in Control to the
full extent otherwise permitted under the Plan.
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Exhibit 10.19
FORM OF
EXECUTIVE STOCK AGREEMENT
THIS AGREEMENT is made as of July 22, 1993 between The Triumph Group
Holdings, Inc., a Delaware corporation (the "Company"), and ______________
("Executive").
The Company and Executive desire to enter into an agreement pursuant
to which Executive will purchase, and the Company will sell, _____ shares of the
Company's Class A Common Stock, par value $.001 per share (the "Common Stock"),
and _____ shares of the Company's Preferred Stock, par value $.01 per share (the
"Preferred Stock"). All of such shares of Common Stock and all shares of Common
Stock hereafter acquired by Executive are referred to herein as "Executive
Common Stock." All of such shares of Preferred Stock and all shares of
Preferred Stock hereafter acquired by Executive are referred to herein as
"Executive Preferred Stock." Executive Common Stock and Executive Preferred
Stock are referred to herein as "Executive Securities." Certain definitions are
set forth in paragraph 10 of this Agreement.
The execution and delivery of this Agreement by the Company and
Executive is a condition to the purchase of shares of Common Stock, shares of
the Company's Preferred Stock and the Company's Promissory Notes by Citicorp
Venture Capital, Ltd. ("CVC") pursuant to a Purchase Agreement dated as of the
date hereof (the "Purchase Agreement"). Certain provisions of this Agreement
are intended for the benefit of, and will be enforceable by, CVC.
The parties hereto agree as follows:
1. PURCHASE AND SALE OF EXECUTIVE SECURITIES.
(a) Upon execution of this Agreement, Executive will purchase,
and the Company will sell, _____ shares of Common Stock at a price of $10.00 per
share, and _____ shares of Preferred Stock at a price of $34.57 per share. The
Company will deliver to Executive the certificates representing the Common Stock
and the Preferred Stock, and Executive will deliver to the Company a cashier's
or certified check or wire transfer of funds in the aggregate amount of
$__________.
(b) Within 30 days after Executive purchases any Executive
Securities from the Company, Executive will make an effective election with the
Internal Revenue Service under Section 83(b) of the Internal Revenue Code and
the regulations promulgated thereunder in the form of Annex A attached hereto.
<PAGE>
(c) In connection with the purchase and sale of the Executive
Securities hereunder, Executive represents and warrants to the Company that:
(i) The Executive Securities to be acquired by Executive
pursuant to this Agreement will be acquired for Executive's own account and
not with a view to, or intention of, distribution thereof in violation of
the 1933 Act, or any applicable state securities laws, and the Executive
Securities will not be disposed of in contravention of the 1933 Act or any
applicable state securities laws.
(ii) Executive is an executive officer of the Company or a
Subsidiary or a Division, is sophisticated in financial matters and is able
to evaluate the risks and benefits of the investment in the Executive
Securities.
(iii) Executive is able to bear the economic risk of his
investment in the Executive Securities for an indefinite period of time
because the Executive Securities have not been registered under the 1933
Act and, therefore, cannot be sold unless subsequently registered under the
1933 Act or an exemption from such registration is available.
(iv) Executive has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the offering of
Executive Securities and has had full access to such other information
concerning the Company as he has requested. Executive has reviewed, or has
had an opportunity to review, a copy of the Stock and Asset Purchase
Agreement, dated April 21, 1993 (the "Purchase Agreement"), between the
Company and Alco Standard Corporation, MDR Corporation, Paper Corporation
of America, and PCA Brands Inc. (collectively the "Sellers"), pursuant to
which the Company acquired all of the assets and stock of the divisions and
subsidiaries of the Sellers which, upon closing of the Purchase Agreement,
comprise the Company's Subsidiaries, and Executive is familiar with the
transactions contemplated thereby. Executive has reviewed, or has had an
opportunity to review, the Private Placement Memorandum, dated as of July
13, 1993, prepared by the Company, which includes the Company's pro forma
balance sheet dated as of March 31, 1993. Executive has also had an
opportunity to review the following documents: (A) the Company's
Certificate of Incorporation and Bylaws; and (B) the loan agreements, notes
and related documents with the Company's senior and subordinated lenders.
(v) This Agreement constitutes the legal, valid and binding
obligation of Executive, enforceable in accordance with its terms, and the
execution, delivery and
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performance of this Agreement by Executive does not and will not conflict
with, violate or cause a breach of any agreement, contract or instrument to
which Executive is a party or any judgment, order or decree to which
Executive is subject.
(d) As an inducement to the Company to issue the Executive
Securities to Executive, as a condition thereto, Executive acknowledges and
agrees that:
(i) neither the issuance of the Executive Securities to
Executive nor any provision contained herein shall entitle Executive to
remain in the employment of the Company or its Subsidiaries or Divisions or
affect the right of the Company or its Subsidiaries or Divisions to
terminate Executive's employment at any time for any reason; and
(ii) the Company shall have no duty or obligation to
disclose to Executive, and Executive shall have no right to be advised of,
any material information regarding the Company and its Subsidiaries and
Divisions at any time prior to, upon or in connection with the repurchase
of Executive Securities upon the termination of Executive's employment with
the Company and its Subsidiaries or Divisions or as otherwise provided
hereunder.
2. REGULAR AND TIME VALUED EXECUTIVE COMMON STOCK.
(a) Except as otherwise provided in paragraph 2(b) below, the
shares of Executive Common Stock will become "Time Valued Shares" in accordance
with the following schedule, if as of each such date Executive is still employed
by the Company or any of its Subsidiaries or Divisions:
Cumulative
Percentage of Executive
Common Stock to become
Date Time Valued Shares
- ----------------------------- ------------------------
On the date hereof: 0.0%
On the first anniversary
of the date hereof: 20.0%
On the second
anniversary of the date
hereof: 40.0%
On the third anniversary
of the date hereof: 60.0%
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On the fourth
anniversary of the date
hereof: 80.0%
On the fifth anniversary
of the date hereof: 100.0%
(b) If Executive ceases to be employed by the Company or its
Subsidiaries or Divisions for any reason, including the death or permanent
disability of Executive, on any date other than any anniversary date prior to
the fifth anniversary date, the cumulative percentage of Executive Common Stock
to become Time Valued Shares will be determined on a pro rata basis according to
the number of days elapsed since the prior anniversary date. Upon the
occurrence of a Sale of the Company or a Qualified Public Offering, all shares
of Executive Common Stock which have not yet become Time Valued Shares shall
become Time Valued Shares at the time of such event. For purposes of this
paragraph 2(b), the determination of permanent disability shall be made in good
faith by the Company's board of directors (the "Board"). All shares of
Executive Common Stock which have not become Time Valued Shares are referred to
herein as "Regular Shares."
3. REPURCHASE OPTION.
(a) In the event Executive ceases to be employed by the Company
and its Subsidiaries and Divisions for any reason (the "Termination"), the
Executive Securities (whether held by Executive or one or more of Executive's
transferees) will be subject to repurchase by the Company, Management and CVC
pursuant to the terms and conditions set forth in this paragraph 3 (the
"Repurchase Option").
(b) Except as provided in subsection 3(c) below, the purchase
price for each Regular Share of Executive Common Stock will be the lesser of
Book Value or Executive's Original Cost for such share, and the purchase price
for each Time Valued Share of Executive Common Stock will be the Book Value for
such share. The purchase price for each share of Executive Preferred Stock will
be the Liquidation Value thereof plus all accrued and unpaid dividends thereon
until the date of payment.
(c) If the Executive resigns or his employment is terminated for
Cause, the purchase price for each Time Valued and Regular Share will be the
lesser of Book Value or Executive's Original Cost for such share.
(d) The Board may elect to purchase all or any portion of the
Executive Securities by delivering written notice
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(the "Repurchase Notice") to the holder or holders of the Executive Securities
within 90 days after the Termination. The Repurchase Notice will set forth the
number of Regular Shares and Time Valued Shares and the number of shares of
Executive Preferred Stock to be acquired from each holder, the aggregate
consideration to be paid for such shares and the time and place for the closing
of the transaction. The number of shares to be repurchased by the Company shall
first be satisfied to the extent possible from the shares of Executive Common
Stock or shares of Executive Preferred Stock held by Executive at the time of
delivery of the Repurchase Notice. If the number of shares of Executive Common
Stock or shares of Executive Preferred Stock then held by Executive is less than
the total number of shares of Executive Common Stock or shares of Executive
Preferred Stock the Company has elected to purchase, the Company shall purchase
the remaining shares elected to be purchased from the transferees of such
Executive's Executive Common Stock or shares of Executive Preferred Stock under
this Agreement, pro rata according to the number of shares of Executive Common
Stock or shares of Executive Preferred Stock held by such transferees at the
time of delivery of such Repurchase Notice (determined as nearly as practicable
to the nearest share or nearest dollar, as applicable). The number of Regular
Shares and Time valued Shares to be repurchased hereunder will be allocated
among Executive and such transferees of Executive Common Stock (if any) pro rata
according to the number of shares of Executive Common Stock to be purchased from
such persons.
(e) If for any reason the Company does not elect to purchase all
of the Executive Securities pursuant to the Repurchase Option, Management shall
be entitled to exercise the Repurchase Option for the shares of Executive Common
Stock and shares of Executive Preferred Stock the Company has not elected to
purchase (the "Available Securities"). As soon as practicable after the Company
has determined that there will be Available Securities, but in any event within
30 days after the Termination, the Company shall give written notice (the
"Option Notice") to each member of Management setting forth the Available
Securities and the purchase price for the Executive Preferred Stock and
Executive Common Stock comprising the Available Securities. Each member of
Management may elect to purchase his pro rata share (based on the number of
shares of Common Stock owned by such member and the total number of shares owned
by Management) of the Available Securities by giving written notice to the
Company within 20 days after the Option Notice has been given by the Company.
As soon as practicable, and in any event within fifteen days after the
expiration of the 20-day period set forth above, the Company shall notify each
holder of Executive Common Stock and Executive Preferred Stock as to the number
of shares being purchased from such holder by Management (the "Supplemental
Repurchase Notice"). At the time the Company
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delivers the Supplemental Repurchase Notice to the holder(s) of Executive
Securities, the Company shall also deliver written notice to each member of
Management who is purchasing Available Securities setting forth the number of
shares that each member of Management is entitled to purchase, the aggregate
purchase price and the time and place of the closing of the transaction. The
number of Regular Shares and Time Valued Shares to be repurchased hereunder
shall be allocated among the Company and each member of Management pro rata
according to the number of shares of Executive Common Stock to be purchased by
each of them.
(f) If for any reason the Company and Management do not elect to
purchase all of the Executive Securities pursuant to the Repurchase Option, CVC
shall be entitled to exercise the Repurchase Option for the shares of Executive
Common Stock and shares of Executive Preferred Stock the Company and Management
have not elected to purchase (the "CVC Available Securities"). As soon as
practicable after the Company has determined that there will be CVC Available
Securities, but in any event within 60 days after the Termination, the Company
shall give written notice (the "CVC Option Notice") to CVC setting forth the CVC
Available Securities and the purchase price for the Executive Preferred Stock
and Executive Common Stock comprising the CVC Available Securities. CVC may
elect to purchase any or all of the CVC Available Securities by giving written
notice to the Company within 20 days after the CVC Option Notice has been given
by the Company. As soon as practicable, and in any event within ten days after
the expiration of the 20-day period set forth above, the Company shall notify
each holder of Executive Common Stock and Executive Preferred Stock as to the
number of shares being purchased from such holder by CVC (the "CVC Supplemental
Repurchase Notice"). At the time the Company delivers the CVC Supplemental
Repurchase Notice to the holder(s) of Executive Securities, the Company shall
also deliver written notice to CVC setting forth the number of shares that CVC
is entitled to purchase, the aggregate purchase price and the time and place of
the closing of the transaction. The number of Regular Shares and Time Valued
Shares to be repurchased hereunder shall be allocated among the Company,
Management and CVC pro rata according to the number of shares of Executive
Common Stock to be purchased by each of them.
(g) The closing of the purchase of the Executive Securities
pursuant to the Repurchase Option shall take place on the date designated by the
Company in the Repurchase Notice, Supplemental Repurchase Notice or CVC
Supplemental Repurchase Notice, which date shall not be more than 60 days nor
less than five days after the delivery of the later of any such notice to be
delivered. The Company, Management and/or CVC will pay for the Executive
Securities to be purchased pursuant to the Repurchase Option by delivery of, in
the case of Management or
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<PAGE>
CVC, a check or wire transfer of funds and, in the case of the Company, (i) a
check or wire transfer of funds, (ii) a subordinated note or notes payable in up
to three equal annual installments beginning on the first anniversary of the
closing of such purchase and bearing interest (payable quarterly) at a rate per
annum equal to the prime rate announced from time to time by Citibank, N.A. or
(iii) both (i) and (ii), in each case, in the aggregate amount of the purchase
price for such securities. Any notes issued by the Company pursuant to this
paragraph 3(g) shall be subject to any restrictive covenants to which the
Company is subject at the time of such purchase. In addition, the Company may
pay the purchase price for the Executive Securities by offsetting amounts
outstanding under any bona fide debts owed by Executive to the Company. The
purchasers of Executive Common Stock and Executive Preferred Stock hereunder
will be entitled to receive customary representations and warranties from the
sellers regarding such sale and to require all sellers' signatures be
guaranteed.
(h) The rights of the Company, Management and CVC to repurchase
Time Valued Shares pursuant to this paragraph 3 shall terminate upon the first
to occur of the Sale of the Company or a Qualified Public Offering.
(i) Notwithstanding anything to the contrary contained in this
Agreement, all repurchases of Executive Common Stock and Executive Preferred
Stock by the Company shall be subject to applicable restrictions contained in
the Delaware General Corporation Law and in the Company's and its Subsidiaries'
debt and equity financing agreements. If any such restrictions prohibit the
repurchase of Executive Common Stock and Executive Preferred Stock hereunder
which the Company is otherwise entitled or required to make, the Company may
make such repurchases (plus interest accruing at the rate of 7% per annum from
the date the Company elects to make such prohibited repurchase to the date such
repurchase is actually made) as soon as it is permitted to do so under such
restrictions.
4. RESTRICTIONS ON TRANSFER.
(a) TRANSFER OF EXECUTIVE SECURITIES. Executive shall not sell,
transfer, assign, pledge or otherwise dispose of (whether with or without
consideration and whether voluntarily or involuntarily or by operation of law)
any interest in any of the Executive Securities (a "Transfer"), except pursuant
to (i) the provisions of paragraph 3 hereof, a Public Sale or a Sale of the
Company ("Exempt Transfers") or (ii) the provisions of this paragraph 4;
provided that in no event shall any Transfer of Executive Securities pursuant to
this paragraph 4 be made for any consideration other than cash payable upon
consummation of such Transfer or in installments over time. Prior to making any
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<PAGE>
Transfer other than an Exempt Transfer, Executive will give written notice (the
"Sale Notice") to the Company and CVC. The Company shall send a copy of the
Sale Notice to each member of Management. The Sale Notice will disclose in
reasonable detail the identity of the prospective transferee(s), the number of
shares to be transferred and the terms and conditions of the proposed transfer.
Executive will not consummate any Transfer until 60 days after the Sale Notice
has been given to the Company and to CVC, unless the parties to the Transfer
have been finally determined pursuant to this paragraph 4 prior to the
expiration of such 60-day period. (The date of the first to occur of such
events is referred to herein as the "Authorization Date").
(b) FIRST REFUSAL RIGHTS. The Company may elect to purchase all or
any portion of the Executive Securities to be transferred upon the same terms
and conditions as those set forth in the Sale Notice by delivering a written
notice of such election to Executive, each member of Management and CVC within
25 days after the Sale Notice has been given to the Company. If the Company has
not elected to purchase all of the Executive Securities to be transferred, each
member of Management may elect to purchase his pro rata portion (based on the
number of shares of Common Stock owned by such member and the total number of
shares owned by Management) of the Executive Securities not purchased or not to
be purchased by the Company upon the same terms and conditions as those set
forth in the Sale Notice by giving written notice of such election to Executive
within 40 days after the Sale Notice has been given to the Company. If the
Company and Management have not elected to purchase all of the Executive
Securities to be transferred, CVC may elect to purchase all or any portion of
the Executive Securities not purchased or not to be purchased by the Company and
Management upon the same terms and conditions as those set forth in the Sale
Notice by giving written notice of such election to Executive within 50 days
after the Sale Notice has been given to CVC. If the Company, Management and CVC
do not elect to purchase all of the Executive Securities specified in the Sale
Notice, Executive may transfer the remaining Executive Securities specified in
the Sale Notice at a price and on terms no more favorable to the transferee(s)
thereof than specified in the Sale Notice during the 60-day period immediately
following the Authorization Date. Any Executive Securities not transferred
within such 60-day period will be subject to the provisions of this paragraph
4(b) upon subsequent transfer. The Company may pay the purchase price for such
shares by offsetting amounts outstanding under any bona fide debts owed by
Executive to the Company.
(c) CERTAIN PERMITTED TRANSFERS. The restrictions contained in
this paragraph 4 will not apply with respect to transfers of Executive
Securities (i) pursuant to applicable laws of descent and distribution or (ii)
among
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<PAGE>
Executive's family group; provided that (x) such restrictions will continue to
be applicable to the Executive Securities after any such transfer and (y) the
transferees of such Executive Securities have agreed in writing to be bound by
the provisions of this Agreement. Executive's "family group" means Executive's
spouse and descendants (whether natural or adopted) and any trust solely for the
benefit of Executive and/or Executive's spouse and/or descendants.
(d) PLEDGES. Notwithstanding the provisions of this paragraph
4, Executive may not pledge any Executive Securities.
(e) TERMINATION OF RESTRICTIONS. The restrictions on the
transfer of shares of Executive Securities set forth in this paragraph 4 will
continue with respect to all Executive Securities following any transfer
thereof; provided that in any event such restrictions will terminate on the
first to occur of a Sale of the Company or a Qualified Public Offering.
5. ADDITIONAL RESTRICTIONS ON TRANSFER.
(a) The certificates representing the Executive Common Stock and
Executive Preferred Stock will bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET
FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE
ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE DATED AS
OF JULY __, 1993. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE
HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT
CHARGE."
(b) No holder of Executive Securities may sell, transfer or
dispose of any Executive Securities (except pursuant to an effective
registration statement under the 1933 Act) without first delivering to the
Company an opinion of counsel (reasonably acceptable in form and substance to
the Company) that neither registration nor qualification under the 1933 Act and
applicable state securities laws is required in connection with such transfer.
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(c) Each holder of Executive Securities agrees not to effect any
public sale or distribution of any Executive Securities or other equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable for any of the Company's equity securities, during the seven days
prior to and the 180 days after the effectiveness of any underwritten public
offering, except as part of such underwritten public offering or if otherwise
permitted by the Company.
6. SALE OF THE COMPANY.
(a) If the Board and the holders of a majority of the Company's
Common Stock approve a Sale of the Company (the "Approved Sale"), the holders of
Executive Securities will consent to and raise no objections against the
Approved Sale of the Company, and if the Approved Sale of the Company is
structured as a sale of stock, the holders of Executive Securities will agree to
sell their shares of Executive Securities on the terms and conditions approved
by the Board and the holders of a majority of the Company's Common Stock and
will raise no objections to process and will waive dissenters or similar rights.
The holders of Executive Securities will take all necessary and desirable
actions in connection with the consummation of the Approved Sale of the Company.
The Company shall give Management thirty days notice prior to a Sale of the
Company.
(b) The obligations of the holders of Executive Securities with
respect to the Approved Sale of the Company are subject to the satisfaction of
the following conditions: (i) upon the consummation of the Approved Sale, all
of the holders of Common Stock will receive the same form and amount of
consideration per share of Common Stock, or if any holders of Common Stock are
given an option as to the form and amount of consideration to be received, all
holders will be given the same option; and (ii) all holders of rights to acquire
shares of Common Stock will be given an opportunity to either (A) exercise such
rights prior to the consummation of the Approved Sale and participate in such
sale as holders of Common Stock or (B) upon the consummation of the Approved
Sale, receive in exchange for such rights consideration equal to the amount
determined by multiplying (1) the same amount of consideration per share of
Common Stock received by the holders of Common Stock in connection with the
Approved Sale less the exercise price per share of Common Stock of such rights
to acquire Common Stock by (2) the number of shares of Common Stock represented
by such rights.
(c) If the Company or the holders of the Company's securities
enter into any negotiation or transaction for which Rule 506 (or any similar
rule then in effect)
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promulgated by the Securities Exchange Commission may be available with respect
to such negotiation or transaction (including a merger, consolidation or other
reorganization), the holders of Executive Common Stock will, at the request of
the Company, appoint a purchaser representative (as such term is defined in Rule
501) reasonably acceptable to the Company. If any holder of Executive Common
Stock appoints a purchaser representative designated by the Company, the Company
will pay the fees of such purchaser representative, but if any holder of
Executive Common Stock declines to appoint the purchaser representative
designated by the Company such holder will appoint another purchaser
representative (reasonably acceptable to the Company), and such holder will be
responsible for the fees of the purchaser representative so appointed.
(d) Executive and the other holders of Executive Common Stock
(if any) will bear their pro rata share (based upon the number of shares sold)
of the costs of any sale of Executive Common Stock pursuant to an Approved Sale
to the extent such costs are incurred for the benefit of all holders of Common
Stock and are not otherwise paid by the Company or the acquiring party. Costs
incurred by Executive and the other holders of Executive Common Stock on their
own behalf will not be considered costs of the transaction hereunder.
(e) The provisions of this paragraph 6 will terminate upon the
completion of a Qualified Public Offering.
7. CONFIDENTIAL INFORMATION. The Executive acknowledges that the
information, observations and data obtained by him while employed by Executive's
Business concerning the business or affairs of the Company, Executive's Business
or any other Subsidiary or Division ("Confidential Information") are the
property of the Company or such Subsidiary or Division. Therefore, Executive
agrees that he shall not disclose to any unauthorized person or use for his own
account any Confidential Information without the prior written consent of the
Board, unless and to the extent that the aforementioned matters become generally
known to and available for use by the public other than as a result of
Executive's acts or omissions to act. Executive shall deliver to the Company at
the termination of the Executive's employment, or at any other time the Company
may request, all memoranda, notes, plans, records, reports, computer tapes and
software and other documents and data (and copies thereof) relating to the
Confidential Information, Work Product (as defined in Section 8 below) or the
business of the Company or any Subsidiary or Division which he may then possess
or have under his control.
8. INVENTIONS AND PATENTS. Executive agrees that all inventions,
innovations, improvements, developments, methods,
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designs, analyses, drawings, reports, and all similar or related information
which relates to the Company's or any of its Subsidiaries' or Divisions' actual
or anticipated business, research and development or existing or future products
or services and which are conceived, developed or made by Executive while
employed by Executive's Business ("Work Product") belong to the Company or such
Subsidiary or Division. Executive will promptly disclose such Work Product to
the Board and perform all actions reasonably requested by the Board (whether
during or after Executive's employment period) to establish and confirm such
ownership (including, without limitation, assignments, consents, powers of
attorney and other instruments).
9. NON-COMPETE, NON-SOLICITATION.
(a) Executive acknowledges that in the course of his employment
with Executive's Business he has become familiar, and he will become familiar,
with the Company's and its Subsidiaries' and Divisions' trade secrets and with
other confidential information concerning the Company and its Subsidiaries and
Divisions and that his services have been and will be of special, unique and
extraordinary value to the Company. Therefore, Executive agrees that, prior to
the termination of Executive's employment and for two years thereafter (the
"Noncompete Period"), he shall not directly or indirectly own, manage, control,
participate in, consult with, render services for, or in any manner engage in
any business competing with the businesses of the Executive's Business as such
businesses exist or are in process on the date of the termination of Executive's
employment, within any geographical area in which Executive's Business engages
or plans to engage in such businesses. Nothing herein shall prohibit Executive
from being a passive owner of not more than 2% of the outstanding stock of any
class of a corporation which is publicly traded, so long as Executive has no
active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly
or indirectly through another entity (i) induce or attempt to induce any
employee of the Company or any Subsidiary or Division to leave the employ of the
Company or such Subsidiary or Division, or in any way interfere with the
relationship between the Company or any Subsidiary or Division and any employee
thereof, (ii) hire any person who was an employee of the Company or any
Subsidiary or Division at any time during the Executive's employment period, or
(iii) induce or attempt to induce any customer, supplier, licensee or other
business relation of the Company or any Subsidiary or Division to cease doing
business with the Company or such Subsidiary or Division, or in any way
interfere with the relationship between any such
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customer, supplier, licensee or business relation and the Company or any
Subsidiary or Division.
(c) If, at the time of enforcement of this paragraph 9, a court
shall hold that the duration, scope or area restrictions stated herein are
unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope or area reasonable under such circumstances shall be
substituted for the stated duration, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum period,
scope and area permitted by law.
(d) In the event of the breach or a threatened breach by
Executive of any of the provisions of this paragraph 9, the Company, in addition
and supplementary to other rights and remedies existing in its favor, may apply
to any court of law or equity of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce or prevent any violations
of the provisions hereof (without posting a bond or other security).
10. DEFINITIONS.
"BOOK VALUE" of each share of Executive Common Stock will be equal to
the quotient determined by dividing (A) the excess of Company's assets over its
liabilities as of the end of the fiscal quarter immediately preceding the date
of Executive's Termination (provided however that if Executive's Termination
occurs in connection with a Sale of Executive's Business, the excess of the
Company's assets over its liabilities shall be determined on a pro forma basis
assuming the Sale of Executive's Business occurred on the last day of such
fiscal quarter), determined on a consolidated basis in accordance with generally
accepted accounting principles, consistently applied, less the liquidation value
of all outstanding preferred stock, by (B) the total number of shares of Common
Stock outstanding on a fully diluted basis (including in such calculation the
aggregate conversion price and exercise price of all outstanding convertible
securities, options and warrants).
"CAUSE" shall mean (i) a material breach of this Agreement by
Executive, (ii) a breach of Executive's duty of loyalty to the Company, (iii)
the commission by Executive of a felony, a crime involving moral turpitude or
other act causing material harm to the Company's standing and reputation, (iv)
Executive's continued failure to perform his duties to the Company or (v)
Executive's substandard performance. For the purposes of this agreement,
"substandard performance" shall be determined in good faith by a majority of the
Board (excluding Executive). In assessing Executive's performance, the Board
shall give due consideration to the overall industry experience
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in assessing Executive's performance. After due consideration of these factors,
if a majority of the Board (excluding Executive) determines in good faith that
the Company would have performed substantially better with other management and
that the future performance of the Company would be best served by new
management, the Board may terminate Executive for "substandard performance."
"CREDIT AGREEMENT" means the Financing and Security Agreement, dated
as of July 22, 1993, among the Company, certain of the Company's Subsidiaries
and The CIT Group/Business Credit, Inc., as Lender and as Agent.
"DIVISION" means an operating division of the Company or any
Subsidiary.
"EXECUTIVE COMMON STOCK" will continue to be Executive Common Stock in
the hands of any holder other than Executive (except for the Company and CVC and
except for transferees in a Public Sale), and except as otherwise provided
herein, each such other holder of Executive Common Stock will succeed to all
rights and obligations attributable to Executive as a holder of Executive Common
Stock hereunder. Executive Common Stock will also include shares of the
Company's capital stock issued with respect to Executive Common Stock by way of
a stock split, stock dividend or other recapitalization.
"EXECUTIVE PREFERRED STOCK" will continue to be Executive Preferred
Stock in the hands of any holder other than Executive (except for the Company
and CVC and except for transferees in a Public Sale), and except as otherwise
provided herein, each such other holder of Executive Preferred Stock will
succeed to all rights and obligations attributable to Executive as a holder of
Executive Preferred Stock hereunder. Executive Preferred Stock will also
include shares of the Company's capital stock issued with respect to Executive
Preferred Stock by way of a stock split, stock dividend or other
recapitalization.
"INDEPENDENT THIRD PARTY" means any person who, immediately prior to
the contemplated transaction, does not own in excess of 5% of the Company's
Common Stock on a fully diluted basis, who is not controlling, controlled by or
under common control with any such 5% owner of the Company's Common Stock and
who is not the spouse or descendent (by birth or adoption) of any such 5% owner
of the Company's Common Stock.
"MANAGEMENT" means all of the other executive officers of the Company
and its Subsidiaries and Divisions who are purchasing JSDs or Preferred Stock
and shares of Common Stock on the date hereof pursuant to Executive Stock
Agreements between
14
<PAGE>
such executive officers and the Company, substantially in the form hereof.
"1933 ACT" means the Securities Act of 1933, as amended from time to
time.
"ORIGINAL COST" of each share of Common Stock purchased hereunder will
be equal to $10.00 (as proportionately adjusted for all subsequent stock splits,
stock dividends and other recapitalizations).
"PERMITTED TRANSFEREE" means any holder of Executive Common Stock who
acquired such stock pursuant to a transfer permitted by paragraph 4(c).
"PUBLIC SALE" means any sale pursuant to a registered public offering
under the 1933 Act or any sale to the public pursuant to Rule 144 promulgated
under the 1933 Act effected through a broker, dealer or market maker.
"QUALIFIED PUBLIC OFFERING" means the sale in an underwritten public
offering registered under the 1933 Act of shares of the Company's Common Stock
having an aggregate offering value of at least $40 million.
"REGULAR SHARES" means those shares of Executive Common Stock
designated as such pursuant to Section 2.
"SALE OF THE COMPANY" means the sale of the Company to an Independent
Third Party or affiliated group of Independent Third Parties pursuant to which
such party or parties acquire (i) capital stock of the Company possessing the
voting power to elect a majority of the Company's board of directors (whether by
merger, consolidation or sale or transfer of the Company's capital stock) or
(ii) all or substantially all of the Company's assets determined on a
consolidated basis.
"SUBSIDIARY" means any corporation of which the Company owns
securities having a majority of the ordinary voting power in electing the board
of directors directly or through one or more subsidiaries.
"TIME VALUED SHARES" means those shares of Executive Common Stock
designated as such pursuant to Section 2.
11. NOTICES. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipient at the address below
indicated:
15
<PAGE>
To the Company:
The Triumph Group Holdings, Inc.
c/o The Triumph Group Management Services, Inc.
825 Duportail Road
Wayne, PA 19087
Attention: President
With copies to:
Kirkland & Ellis
55 East 52nd Street
New York, NY 10055
Attention: Kirk A. Radke
To Executive:
___________________
___________________
___________________
To CVC:
Citicorp Venture Capital, Ltd.
399 Park Avenue
New York, NY 10043
Attention: Bruce C. Bruckmann
with a copy to:
Kirkland & Ellis
55 East 52nd Street
New York, NY 10055
Attention: Kirk A. Radke
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
12. GENERAL PROVISIONS.
(a) TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or
attempted Transfer of any Executive Securities in violation of any provision of
this Agreement shall be void, and the Company shall not record such Transfer on
its books or treat any purported transferee of such Executive Securities as the
owner of such securities for any purpose.
16
<PAGE>
(b) SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(c) COMPLETE AGREEMENT. This Agreement, those documents
expressly referred to herein and other documents of even date herewith embody
the complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.
(d) COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
(e) SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by Executive, the Company, CVC and their respective successors and assigns
(including subsequent holders of Executive Securities); provided that the rights
and obligations of Executive under this Agreement shall not be assignable except
in connection with a permitted transfer of Executive Securities hereunder.
(f) CHOICE OF LAW. The corporate law of the State of Delaware
will govern all questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement and the exhibits hereto will be governed by the
internal law, and not the law of conflicts, of the State of Delaware.
(g) REMEDIES. Each of the parties to this Agreement (including
CVC) will be entitled to enforce its rights under this Agreement specifically,
to recover damages and costs (including reasonable attorney's fees) caused by
any breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction (without posting any bond or deposit)
for specific
17
<PAGE>
performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.
(h) AMENDMENT AND WAIVER. The provisions of this Agreement may
be amended and waived only with the prior written consent of the Company,
Executive and CVC.
(i) BUSINESS DAYS. If any time period for giving notice or
taking action hereunder expires on a day which is a Saturday, Sunday or holiday
in the state in which the Company's chief executive office is located, the time
period shall be automatically extended to the business day immediately following
such Saturday, Sunday or holiday.
* * * * *
18
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
The Triumph Group Holdings, Inc.
By ________________________________
Its _______________________________
___________________________________
[Name]
Agreed and Accepted:
Citicorp Venture Capital, Ltd.
By ___________________________
Its __________________________
CONSENT
The undersigned spouse of Executive hereby acknowledges that I have
read the foregoing Executive Stock Agreement and that I understand its contents.
I am aware that the Agreement provides for the repurchase of my spouse's
Executive Securities (as defined in the foregoing agreement) under certain
circumstances and imposes other restrictions on the transfer of such Executive
Securities. I agree that my spouse's interest in the Executive Securities is
subject to this Agreement and any interest I may have in such Executive
Securities shall be irrevocably bound by this Agreement and further that the my
community property interest in such Executive Securities, if any, shall be
similarly bound by this Agreement.
I am aware that the legal, financial and other matters contained in
this Agreement are complex and I am free to seek advice with respect thereto
from independent counsel. I have either sought such advice or determined after
carefully reviewing this Agreement that I will waive such right.
______________________________
[Spouse]
______________________________
Witness
19
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
FOR EACH OF THE TWO YEARS ENDED MARCH 31, 1996 AND
THE TEN MONTHS ENDED MARCH 31, 1994
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Ten Months
Ended Years Ended
March 31, March 31,
---------------------------------------------
1994 1995 1996
----------- ------------ -----------
<S> <C> <C> <C>
EARNINGS PER SHARE:
Weighted Average Number of Outstanding Common Shares 5,804,955 5,843,955 5,850,455
Dilutive Effect of Outstanding Warrant 649,994 649,994 649,994
Dilutive Effect of Options Issued Within One Year of Filing
At a Price Below the Estimated IPO Price 35,590 35,590 35,590
Dilutive Effect of the Conversion of a Portion of the Minority
Interest in Triumph Controls, Inc. 35,701 35,701 35,701
Conversion of Preferred Stock 232,890 268,401 309,496
Conversion of Junior Subordinated Promissory Notes 459,738 526,588 636,978
----------- ------------ -----------
Weighted Average Number of Outstanding Common
Shares and Common Share Equivalents 7,218,868 7,360,229 7,518,214
----------- ------------ -----------
----------- ------------ -----------
Income From Continuing Operations $ 4,908 $ 4,364 $ 5,194
Interest related to Junior Subordinated Promissory Notes 614 993 1,154
Income Tax Effect (246) (397) (462)
----------- ------------ -----------
Income from Continuing Operations Available to Common Shareholders 5,276 4,960 5,886
(Loss)/Income from Discontinued Operations (462) (2,852) 4,496
----------- ------------ -----------
Net Income Available to Common Shareholders $ 4,814 $ 2,108 $ 10,382
----------- ------------ -----------
----------- ------------ -----------
Earnings per Share
Continuing Operations $ 0.73 $ 0.67 $ 0.78
Discontinued Operations (0.06) (0.38) 0.60
----------- ------------ -----------
Total $ 0.67 $ 0.29 $ 1.38
----------- ------------ -----------
----------- ------------ -----------
</TABLE>
<PAGE>
THE TRIUMPH GROUP HOLDINGS, INC.
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
FOR EACH OF THE THREE MONTH PERIODS ENDED JUNE 30, 1995 AND 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
-------------------------
1995 1996
---------- ----------
<S> <C> <C>
EARNINGS PER SHARE:
Weighted Average Number of Outstanding Common Shares 5,850,455 5,804,955
Dilutive Effect of Outstanding Warrant 649,994 649,994
Dilutive Effect of Options Issued Within One Year of Filing
At a Price Below the Estimated IPO Price 35,590 35,590
Dilutive Effect of the Conversion of a Portion of the Minority
Interest in Triumph Controls, Inc. 35,701 35,701
Conversion of Preferred Stock 278,068 320,726
Conversion of Junior Subordinated Promissory Notes 546,892 657,716
---------- ----------
Weighted Average Number of Outstanding Common
Shares and Common Share Equivalents 7,396,700 7,504,682
---------- ----------
---------- ----------
Income From Continuing Operations $ 1,014 $ 1,809
Interest related to Junior Subordinated Promissory Notes 271 335
Income Tax Effect (108) (134)
---------- ----------
Income from Continuing Operations Available to Common Shareholders 1,177 2,010
(Loss)/Income from Discontinued Operations 109 --
---------- ----------
Net Income Available to Common Shareholders $ 1,286 $ 2,010
---------- ----------
---------- ----------
Earnings per Share
Continuing Operations $ 0.16 $ 0.27
Discontinued Operations 0.01 --
---------- ----------
Total $ 0.17 $ 0.27
---------- ----------
---------- ----------
</TABLE>
<PAGE>
271118.001(B&F)
Exhibit 21.1
SUBSIDIARIES OF THE REGISTRANT
Triumph Group Holdings, Inc.
The Triumph Group Operations, Inc.
Aerospace Technologies, Inc.
Triumph Group Foreign Sales Corporation
Kilroy Structural Steel Co.
Kilroy Steel, Inc.
Quality Park Products, Inc.
Triumph Controls, Inc.
Advanced Materials Technologies Inc.
Special Processes of Arizona, Inc.
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated July 5, 1996 (except Note 12, as to which the date is
July 31, 1996), with respect to the financial statements of Advanced Materials
Technologies, Inc. included in the Registration Statement (Amendment #1 to
Form S-1 No. 333-10777) and related Prospectus of Triumph Group, Inc. for the
registration of 2,625,000 shares of its common stock.
/s/ Ernst & Young LLP
Phoenix, Arizona
September 25, 1996
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated August 22, 1996, in the Registration Statement
(Amendment #1 to Form S-1 No. 333-10777) and related Prospectus of Triumph
Group, Inc. (formerly The Triumph Group Holdings, Inc.) for the registration
of 2,625,000 shares of its common stock.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
September 25, 1996
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated June 25, 1996, relating
to the financial statements of North Wales Controls and Quadrants Group, a
division of Teleflex Incorporated, which appears in such Prospectus. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Philadelphia, PA
September 24, 1996
